United Heroes: D-Avengers: Generations
by KingFrancisX
Summary: Sequel to "The X Factor". Friends from across dimensions come together to celebrate Peter Parker's 18th birthday party. But when the mysterious Time Eater appears, sucking up everyone and transporting New York City to a timeless space, Spider-Man and Sonic are greeted by Spider-Man 2099 and Classic Sonic. They must band together to fix their past and future before time runs out.
1. Main Character Bios

_Main Character Bios_

 **BGM-Sonic Generations OST-Collection Room**

Peter Benjamin Parker, aka Spider-Man

First appearance in the United Heroes Series: Spider-Man and Sonic the Hedgehog-Fate of Two Worlds

Description: Your friendly neighborhood Spider-Man is back to save the day. Peter Parker was bitten by a radioactive spider when he was 15, granting him all the speed, power, and agility of a spider. Having lost his Uncle Ben to a crook he could've stopped, Peter have vowed to use his spider powers to protect the streets of New York City, meeting many new friends and foes over the years, even from across time and space. He was about to enjoy his 18th birthday until a mysterious force appeared…

Miguel O'Hara, aka Spider-Man 2099

First appearance: Spider-Man: Battle for Remnant

Miguel O'Hara is an engineer who worked for Alchemax in the year 2099. He was a genius in the field of genetics, but was reluctant when pressured by his higher-ups to imprint foreign genetic codes onto human physiology. After a test resulting in the hideous transformation and the death of the test subject, O'Hara attempted to resign from his position. However, he had a drink laced with a drug that bonds to the victim's DNA. To counteract the drug, he used a procedure to save himself, splicing his DNA with that of a spider, granting him enhanced senses and abilities similar to the Spider-Man of the Heroic Age. He once teamed-up with his predecessor during the Battle of Remnant, and now returns to help him in this new crisis.

Sonic the Hedgehog

First appearance: Spider-Man and Sonic the Hedgehog-Fate of Two Worlds

The world's fastest supersonic hedgehog is back again. He loves freedom, and hates anything unjust. Although he's short tempered at times, he can't leave anyone in need of help. He and Spider-Man are considered the "Dimensional Duo", having being the first of the D-Avengers to team up to save their worlds. Now they must do so again, this time with help from their past and future counterparts.

Miles "Tails" Prower

First appearance: Spider-Man and Sonic the Hedgehog-Fate of Two Worlds

Tails is a kid fox who can fly by spinning his two tails. He loves to work with machinery, and his inventions have helped Sonic and the D-Avengers many times.

Team RWBY

First appearance: Spider-Man: Battle for Remnant

Ruby Rose. Weiss Schnee. Blake Belladonna. And Yang Xiao Long. Together they form Team RWBY, a group of girls led by Ruby, ready to kick Grimm butt while attending Beacon Academy to become the best of Huntresses. They were once called "Team RWBYP" when Peter Parker attended Beacon during one of his unexpected inter-dimensional travels. The girls became best friends with Peter, considering him family and a "big brother" of sorts. His selfless heroics have inspired them to be greater and continue working with him and the other D-Avengers multiple times to save their worlds.

Time Eater

First appearance: D-Avengers: Generations

A mysterious monster that appeared out of nowhere. It created a mysterious maelstrom that sends New York City and its inhabitants (including Spider-Man and his friends) into another dimension.

* * *

 **KFX Here: Let's make a few things clear: The main characters of this story will be Modern Sonic, Classic Sonic, Spider-Man (Prime), and Spider-Man 2099. Classic Sonic will talk. Stages from both versions of Sonic Generations (console and 3ds) will be featured. Some chapters will be based off classic Spider-Man comic book issues, while other chapters will go through memorable moments throughout the United Heroes Series. And since this story centers around "time travel", I'll try to keep things simple and easy to understand. Hopefully.**


	2. Prologue: Amazing Genesis

_Prologue: Amazing Genesis_

 **Mobius, Green Hill Zone…A few years ago**

A lone Moto Bug is minding its own business in the lush green, busy rolling hilltops of Green Hill. The badnik moves around on its one wheel and wonders what it should do next. Then it heard something break from afar. The sound of the sound barrier breaking. It looks towards the direction of the sound and sees large dust clouds approaching, all being led by a young blue hedgehog with a round belly. Before the Moto Bug could even blink, it was quickly destroyed by the hedgehog's speed, releasing the bird that was trapped inside the robot.

 **BGM-Sonic Generations OST-Green Hill (Classic)**

"Excuse me! Sorry! Pardon me! Hehe." The young-sounding Sonic the Hedgehog smirked. He runs on wooden bridges and spins through loop-de-loops, and soon encounters more badniks in the forms of wasp-based Buzzers, the bee-ing Buzz Bombers, and crappy Crabmeats. "Seems we still have some badnik stragglers. I could use some action." The light-blue hedgehog grinned. In a span of a five seconds, he spin dashes the Crabmeats and spin attacks the flying robots out of the sky, landing in front of the explosion he caused with a smile.

"Robuttnik needs to make some robots that are _a bit_ challenging," Sonic joked while speeding through the treacherous caverns, "Haha. _Ro 'butt' nik._ Eggman _hates_ it when I call him that. That's what he gets for having a stupid name." The child speedster collects some golden rings while destroying more badniks, hopping off a few springs to the upper area to finish off the remaining animal bots, releasing real animals trapped inside. "Think that's all of them. Should probably head home. Tails and the other Freedom Fighters must _really_ miss their favorite hero." He joked.

 **BGM End**

Sonic leisurely jogs as he makes his way back home. As he does, a loud explosion is heard from the distance, causing him to suddenly brake and stop. "Huh? What was that?" He asked himself. He looks around, wondering where the sound came from.

 **BGM-Sonic Generations OST-Cutscene 1**

"Hmm. Guess it was nothing." He shrugged and keeps on running.

Unaware to the blue blur, a chaotic purple portal has opened in the sky. Huge sharp claws cling out of the portal as a ghostly humanoid-like monster is seen coming out of it. This mysterious beast has a body made up of purple smoke. It has no legs and a wide chest. It also has a dark, low-set face with two horn-like protrusions on top of it, blue-glowing eyes, and a blue-glowing mouth with several sharp teeth. And lastly, various gears float behind its back.

The giant creature roars as it charges up a purple sphere and releases a massive pulse across Green Hill Zone and the entire world. Sonic stops and turns to the sky, "What is…" as everything starts to go white.

 **BGM End**

* * *

 **Remnant, Patch (9 years ago from the present)**

The sounds of a strolling wagon disturb a cloudy, night forest filled with towering trees shedding their leaves. A young eight-year-old girl with orange bows holding her blond pigtails, wearing a light brown shirt with a belt wrapping her waist is seen dragging the wagon on a long winding path. The wagon contains what appears to be her little six-year-old girl half-sister in a crimson hood, sleeping soundly in the wagon. The blond child looks exhausted, panting with every step while trying to ignore the minor cuts and bruises on her body. After walking for what feels like hours, the young siblings arrive at a worn-down house. The blond girl takes out a photo from her pocket and looks at it to check if she's in the right place. After putting away the photo, she hears low growls coming from within the house. Beastly red shapes start to glow from the darkness, slowly walking out to reveal three dark wolf-like beasts called Beowolves, creatures of Grimm. The blond girl lightly gasps in horror, too petrified and too exhausted to move or shout while her little sister is still sleeping in the back of the wagon. The wolf beasts leap into the air, ready to devour their young prey, but then, the sound of a gun-scythe follows the sight of them, and what seems to be an instant, all creatures of Grimm were cut into pieces by a caped warrior with dark spiky hair holding a large scythe.

"Uncle Qrow!" The blond girl finally speaks.

Qrow turns around and hurries to his nephew, putting his hands on her shoulders. "Yang! Ruby! Are you two alright?!" He asked them.

The young Yang nods, "We're fine! We're fine! Ruby's still sleep."

"Good," Qrow says as he stands up, "What were you doing here? Your father called after he found out you disappeared from the house!" He asked, displeased by his nephew's reckless action.

"I was looking for mom… "my" mom." Yang answered.

"Raven…" Qrow said under his breath so she won't hear him, then shakes his head, "But that's not an excuse to drag your sister here! You two could've been killed!" He said, visibly angry

"I-I…" Yang stares her sad eyes to the ground, ashamed that her brash actions almost got them killed.

"Let's get you back home, but we ain't done talking about this." Qrow said as walks past Yang.

 **BGM-Sonic Generations OST-Cutscene 1**

As the young blond turns her head up, she sees something appear in the night sky. The same purple portal that appeared in Mobius now shows itself on Remnant, bringing back that same ghostly entity that attacked Sonic, now hovering over the forest.

"Uncle Qrow?!" Yang exclaimed as the scythe-wielding Huntsmen turns and stares at the mysterious beast.

"What the hell is that…" Qrow asked in utter shock.

The ghostly beast lets out a monstrous roar that's so powerful it almost blows away the whole forest. Qrow was caught from one of the shockwaves, sending him flying to a tree, instantly knocking him unconscious.

"UNCLE QROW!" Yang shouted. She turns back to the purple monster as it charges up the same purple sphere that devastated Sonic's World. It releases a massive purple shockwave across the whole planet that causes everything to turn white. Yang could do nothing but hold onto her sister's wagon tightly in an effort to shield her from the incoming extinction wave. The little Ruby's silver eyes blink a few times as she slowly wakes up, oblivious to the fact that she, her sister, and everything else in the world has been captured by a white light.

 **BGM End**

* * *

 **Earth, Nueva York (About 100 years after the present)**

 **BGM-Spider-Man: Shattered Dimensions OST-Malicious Wings**

It's the year 2099 in this futuristic Earth. Technology has advanced so far that everyone is riding speedy hover-cars and, most, if not all the buildings in the city used to be called "New York City", now called "Nueva York", are so tall it can touch the sky. In between the sky-touching buildings is a costumed man swinging through the city from what appears to be a white web. His high-tech costume is mostly blue with red highlights, which includes the area where his eyes are and the large red spider on his chest that partially resembles a skull. The suit also features red spikes on each of the arms. This web-slinger seems to be swinging away from something, swinging over a laser beam shot by a cop on a hover-bike, accompanied by more cops on hover-bikes and a flying car shooting more lasers at the webhead.

"Spider-Man, you are under arrest! Surrender now or we'll to use deadly force!" One of the cops offered the futuristic web-slinger.

"Like you already weren't!" Miguel O'Hara, the Spider-Man of the year 2099 quipped.

The cops proceed to fire multiple lasers at Spider-Man as he effortlessly dodges them with his incredible spider reflexes and agility. _'The Public Eye. Alchemax's corrupt police force. It's always a shockin' time running to these guys.'_ He said in his head, narrowly avoiding another laser shot. _'Watch it, Miguel. How 'bout how finish these guys off before you continue monologuing.'_

He swings over more lasers and attaches a webline to one of the hover-bike cops to web strike. "Why don't you guys chase _actual_ criminals? That way you wouldn't spend your time getting your butt kicked by me." He quipped as he uses his insane spider speed to zip over and instantly knock out each cop from their bike, then web zips to the flying car's hood. "Here's your stop!" He quips as he punches through the hood, causing it to smoke and descend rapidly. "And here's mine!" He attaches a webline to a building and swings away from the Public Eye.

 **BGM End**

"Think I lost them." Spidey said after swinging for a few minutes. He jumps from his webline and sticks his feet and hands to the side of a building. "You gotta love the festivities of 2099. It may not be much, but it's all mine to protect. And I won't let anyone destroy it." He said. Then, he feels something, something eerie crawling up his skin, "That's unusual. My Accelerated Vision's picking up something, but what is it?"

 **BGM-Sonic Generations OST-Cutscene 1**

He turns his head to a large building with the name "Alchemax". Hovering above the building is the same portal that appeared on Mobius and Remnant, bringing back that same ghost-like monster that done something to those worlds. "What the shock is that thing?! And why is it hovering over Alchemax?! What are they up to?!" Spider-Man asked himself, thinking Alchemax is behind this. He launches a webline and begins swinging towards the mysterious beast, "Only one way to find out!"

The beast performs the same world-ending shockwave on this world, swallowing all of Nueva York into a white void. "It's sucking up everything!" Spidey commented on the situation, looking at his surroundings to see everything is turning into white. He swings at full speed towards the beast, hoping to stop it before everything is lost. He launches another webline, only for it to casually fall down as there's nothing left to swing on, leaving Miguel with no other choice but to free-fall into the white void. "WHOOOOOOOOA…" He screamed the light swallows him up too.

 **BGM End**

* * *

 **KFX Here: In case you're wondering, Classic Sonic's history in this story is set between Sonic CD and Sonic 3.**


	3. Opening and Ending

_Opening_

 **BGM-Sonic Adventure OST-Introduction**

A shot of the peaceful blue sky is shown as it pans down to a whole view of New York City. The streets are blistering with civilians walking on sidewalks and cars driving down the street. Slowly, a faint purple windstorm circles Manhattan, as dangerous purple lightning strikes from the transforming chaotic skies down on the city and starts to destroy everything:

 **D-Avengers: Generations**

A clock turns its hands as large trenches form from the lightning as the civilians runs for their lives. Another clock turns as the faint windstorm turns into a violet maelstrom of destruction. A third clock turns to a faint image of Nueva York getting consumed by a white light. A large purple portal opens in the skies of Manhattan and starts to suck up everyone. Multiple shots of clocks depicting visions of New York, Nueva York, Green Hill Zone, and Vale getting devastated and consumed by a white light. And forming from the skies above the inter-connecting eras of the past, present, and future of all three worlds being consumed by the void is the Time Eater as it releases a devastating roar.

Modern Sonic is seen running through a colorless Green Hill Zone as quick visions of clocks appears. Spider-Man Prime is seen swinging through a colorless New York City as quick visions of the Time Eater shows up. Another clock suddenly appears as in amidst of New York City being consumed by the time void, Captain America raises his shield high while standing in front of his Avengers (same team from "The X Factor"). Another clock shows Sally Acorn leading her Freedom Fighters to battle (team consists of Rotor the Walrus, Tails, Antoine D' Coolette, Bunnie D'Coolette, Amy Rose, Big the Cat, Nicole the Holo-Lynx, Cream the Rabbit, Cheese the Chao) along with Knuckles, Rouge, The Chaotix, and Blaze the Cat. Another clock spins, showing Ruby Rose twirling her scythe and jumps back to the rest of Team RWBY, Team JNPR, and other main heroes from Remnant standing in front of Beacon Academy. Quick shots of Lucina slashing the air, Pit landing in front of Palutena, Axl firing his guns with a grin, and the Masters of Evil standing ominously inside Doom's Castle, as well as a dark silhouette of Thanos in space.

Modern Sonic grins as he meets up with Spider-Man Prime in the colorless New York, then the two of them are greeting by Classic Sonic running beside his future self and Spider-Man 2099 swinging along with his past self. The four time-traveling heroes race together to fix New York. Multiple clocks appear, showing the main heroes of this adventure, including Classic Tails and child versions of Team RWBY. The heroes find themselves in a restored Time Square along with the Avengers, Freedom Fighters, the heroes from Remnant, and the remaining D-Avengers, standing together as they stare to the sky and see the massive Time Eater appear. All the heroes get ready to battle, with the Sonics and Spider-Men standing in front of them all.

 **BGM End**

* * *

 _Ending_

 **BGM-Dragon Ball Kai OST-GALAXY (TV size) (by Kyuusonekokami)**

The ending starts off with a shot of Earth, Mobius, and Remnant occupying the same cosmic space. Images of Classic Sonic jumping around, a child version of Peter Parker playing around with a science kit, and a child version of Ruby Rose reading fairy tales pop up in front of their respective worlds. Next shot shows the same worlds, replacing the images of Classic Sonic running, Peter at the age of 15 getting bitten by the radioactive spider, and Ruby at the age of 15 constructing her Crescent Rose. The images are soon replaced with Modern Sonic wiggling his finger, Spider-Man in his Classic Suit hanging upside down from a web, and Ruby Rose posing with her scythe behind her back. The next images show Sonic homing attacking, Spider-Man (now wearing the Advanced Suit) holding a man while web-swinging (the exact image from the Amazing Fantasy #15 cover), and Ruby slashing the air. The next shots show Sonic covered in a light-blue aura after charging up his Light Speed Attack, Spider-Man striking the air in his purple Aura Arachnid Mode, and Ruby blankly staring as her body and eyes glow silver.

A quick shot of the eight Exo Stones suddenly appear before showing the badass poses of the golden Super Sonic, Black Ace Spider-Man, and the silver-colored Lunar Maiden Style Ruby. The ending shot is Modern Sonic and Classic Sonic standing side-by-side throwing a thumbs up on the left, Teenage Ruby and Child Ruby standing on the right with excited fist-bumps to the air, and Spider-Man Prime and Spider-Man 2099 standing in the middle, back-to-back with their arms crossed, acting like they are awesome.

 **BGM End**


	4. Issue 1: An Untimely, New Adventure

_Issue 1: An Untimely, New Adventure_

In a mysterious purple void, multiple clocks can be seen, some blending in with the background. The clock in the center has its hands moving counter-clockwise, turning in impossible speeds until the screen goes blank.

 **Manhattan, New York (Present Day)**

"For the record, this is all "your" fault." The Amazing Spider-Man said, hanging upside down while tied up by electrical rope.

"My fault? I wasn't the only one making fun of his big head." Sonic the Hedgehog replied, in the same predicament as Spidey as both of them are tied up together and dangling above a pool of acid.

"At least I was a little less "sensitive" about it." Spidey replied while dozens of yellow-armored troops point their guns at the two heroes.

"Heh. A "little", he says," Sonic slyly grins, "You called him a big baby head riding a floating diaper chair."

"Okay, I guess that was a little much." Spidey casually said.

"SILENCE!"

"Hm?" The quippy Dimensional Duo looks down to see the literal "big head" of the villainous organization of highly advanced technology, A.I.M, M.O.D.O.K., riding his Doomsday Chair in front of his A.I.M. soldiers.

"Hi, M.O.D.O.K.. We're sorry we made fun of you. Can you let us go now? It's getting sweaty." Spidey joked.

"Absolutely not!" M.O.D.O.K. shouted as he slams his fist on the arm of his hover chair.

"Why not? We just want to go home, and probably kick your butt on the way, if you have one." Sonic quipped.

"I cannot let you two interfere with my plans anymore! Once I've killed you, the world will be mine!" M.O.D.O.K. laughs maniacally.

"Think we should break out now?" Sonic casually asked Peter.

"Probably." Spidey casually replied.

 **BGM-Sonic X OST-Sonic's Fight**

Spider-Man grunts as he struggles and breaks free from their binding chains using his amazing spider strength. He quickly attaches a webline to the ceiling and swings away from the acid pool with Sonic holding onto his hand.

"What?! Impossible! Shoot them!" M.O.D.O.K. commanded his forces to attack the red-and-blue super duo. Spidey easily avoids getting blasted as he uses Sonic as a bowling ball and throws him at a group of A.I.M. soldiers, getting a perfect strike. The hedgehog immediately starts running on the walls, avoiding all the lasers shots with a cocky grin on his face. With the troops distracted, Spider-Man kicks a goon in the back, then jumps into the air for a downward web strike on a few more. He quickly turns around and web yanks a goon's gun off his hands and smacks him with it. He follows up with a forward kick to the chest so he could leap back into the air and spins around in a circle, spraying his webbing on a whole chunk of A.I.M. soldiers.

Meanwhile, Sonic continues running along the wall, smashing through every drone he sees. He homing attacks the robots and even kicks a few to some expensive equipment A.I.M. was planning to use to take over the world.

"You fools! You're ruining everything!" M.O.D.O.K. shouted at the two teenage heroes.

"Isn't that the idea?" Spidey quipped.

M.O.D.O.K. growls and fires multiple lasers from his chair. Sonic and Spidey smirks as they easily swerve through his attacks for a chance for Spidey to kick a curled-up Sonic straight smacking at the big head, then followed with a lightning kick from Spidey's foot, flying him to a wall. The webhead fires a webline on M.O.D.O.K. and begins spinning around in place, slowly getting faster and faster. "WAIT! STOP! WHAT ARE YOU DOING?!" The scared A.I.M. leader shouted as his body is being used to destroyed his remaining equipment. After enough playing around, Spidey throws the screaming M.O.D.O.K. at Sonic.

"It's over, big baby! Try again when you're older!" Sonic said, finishing off M.O.D.O.K. with a spin attack that brings him back crashing down to the ground. Sonic lands right next to Spidey, giving his bro a fist-bump for a job well done.

 **BGM End**

* * *

 **A few minutes later…**

S.H.I.E.L.D. are seen escorting M.O.D.O.K. and his A.I.M. troops out from their secret warehouse lair to jets that'll take them to prison. Spider-Man and Sonic watch all of this from a rooftop nearby. "That's all of Cap's missions done." Spider-Man said as he stands up from his perching position.

"Not yet. We still have that one mission at Central Park." Sonic said before they start heading to Central Park.

"Ugh. We've been busy all day. What gives? And why is it just us? What 'bout the rest of the team?" Spidey asked while web-swinging spectacularly through New York City.

"Dunno. But it has been a while since it was just the two of us. When was the last time that happened?" Sonic asked while running from rooftop to rooftop.

"Probably when I first traveled to your dimension." Spidey replied.

"That was certainly a fun time." Sonic smiled.

"If you ignore our worlds was almost destroyed." Spidey remarked.

"But that was the fun part." The hedgehog quipped.

"Is it just me, or have we been ignored lately?" Spidey asked to change topics.

"Whaddya mean?" Sonic asked.

"Team RWBY. Y'know, the girls. Tails. Pit. Everyone. They've been pretty secretive the past few days. We barely see each other. Each time I do get the chance to asked what they've been doing, they just say "it's nothing"." Spidey explained.

"They have been acting pretty strange," Sonic said, then rubs his head, "Is something up? I also feel like there's something I should tell you today, but I've been so busy all day I don't remember."

"I'm sure it's nothing important. Let's get this last mission done and over with." The webhead said.

"You got it." Sonic grins as they continue making their way towards Central Park.

* * *

 **Central Park**

"Do you see them?" Tails asked Ruby Rose. The young Huntress-in-training's holding binoculars to scan the area for two very important people. She looks ahead and spotted Sonic and Spider-Man heading towards their direction.

Ruby gasps, "I see them! C'mon!" She said excitedly then rushes away in a stream of petals.

"Ruby! Wait for me!" Tails shouted as he flies to catch up with her.

The two young heroes run back to a reclusive area of the park away from the public. Many of Sonic and Spider-Man's friends are seen decorating the area with party favors. Friends from Mobius like Knuckles, Amy, Cream and her chao friend, Cheese, the Chaotix, Rouge, Blaze. Friends from Earth like Peter's Aunt May, Mary Jane, Harry Osborn, members of the Fantastic Four like Johnny Storm, Susan Storm, and Ben Grimm, members of the X-Men like Kitty Pyrde and Bobby Drake. Friends from Remnant like the other members of Team RWBY, Team JNPR, as well as one of Jaune's sisters, Saphron Arc and her little baby son, Adrian, and Ilia. Even the likes of Lucina, Lissa, Pit, Palutena, and Axl are here setting up the tables with plates and balloons.

Everyone turns to see Ruby and Tails approaching them. "They're coming! They're coming!" Ruby said, repeatedly and excitedly.

"They'll be here…any second!" Tails panted for a bit and joins Ruby and the others at the table.

Seconds later, Spider-Man and Sonic arrive at the party site. "Oh. So this is where you guys were." Spidey said.

"What's going on? You having a party or something?" Sonic asked his many friends from across dimensions.

 **BGM-Sonic Generations OST-Cutscene 10**

The whole group turns around and shouts, "SURPRISE," as Vector and The Thing open up two cakes that has Spider-Man and Sonic's faces on them and Knuckles, Blaze, Rouge, Espio, Pyrrha, Bobby, and Lissa fire party poppers and everyone else claps.

"What's this?" Spidey asked, visibly confused what's going on.

Sonic face-palms and says, "Oh, that's right! Today's your 18th birthday!" He said, finally remembering what he wanted to say to Peter before.

"It is?! I totally forgot!" Peter remarked for forgetting his own birthday.

"We were counting on it." Weiss joked.

"This is the third year in a row, dude. How do you keep forgetting your own birthday?" Harry asked with a smile.

"Uhhh…" Spidey awkwardly holds up a finger to remind him of his time-consuming double life as Peter Parker and Spider-Man.

Harry chuckles, "I'm joking. It's hard to balance TWO separate lives, am I right?"

"Happy birthday, Peter." MJ gives her best friend/ex a warm hug.

"Awwww, you guys." Spidey said, accepting the hug.

Everyone is already enjoying this inter-dimensional birthday party. Peter talks to MJ, Harry, Aunt May, Weiss, Blake, and Yang while Sonic talks to Tails and Ruby before being hugged by Amy. Ilia shares drinks with her mutant and Reploid friends, Kitty, Axl and Bobby. Rouge and Knuckles cheer with chili dogs. Palutena and the rest of Team JNPR watch Nora competing with Pit who could eat the most chili dogs. Charmy throws three chili dogs to Vector and The Thing, with Johnny laughing while Espio and Susan annoyed at their antics. Cream, Cheese, Lissa and Saphron help Lucina and Blaze to relax and offer them cupcakes, which they kindly accept.

"So you guys got Cap to keep us busy while you were setting up this party?" Spidey asked Team RWBY.

Ruby giggles and smiles, "Yup."

"Haha! You're nuts." Sonic chuckled, with his hand on Amy's face to stop her from hugging him.

"It'd kinda impossible to surprise you." Tails said to Peter and Sonic, mostly Sonic.

"Why're you guys celebrating my birthday? Mine was back in June." Sonic asked, wondering why his friends are also celebrating his birthday with Peter's.

"We were busy with Grima, remember? You also said we'd celebrate your birthday with Peter's." Tails reminded him of that detail from all the way back in the beginning of their summer vacation (specifically before the Spider-Island crisis).

"Oh yeah…" Sonic turns to stare at Peter. "SUMMER BIRTHDAY BROS!" They both said, pointing at each other.

"You two are SO alike." Weiss said, cross armed.

"That's what makes us the perfect tag team." Spidey quipped.

"Ben would be so proud to see how grown you've become." Aunt May said to Peter, knowing his Uncle Ben would be proud of him to reach adulthood.

"I'm sure he would." Peter smiles behind his mask.

"Hiiiiiii!" Saphron interrupts the touching family moment as she walks towards Spidey with her baby and Jaune.

"Hi. Do I know you?" Spidey asked her.

"Spider-Man, this is one of my seven sisters, Saphron. You don't mind if she joins us? She's been kinda insisting." Jaune said, glaring an annoyed look at her big sis.

"It's not fair my "baby brother" gets to be the only member of the family to be friends with literal superheroes from other universes." Saph teased, purposely to annoy Jaune.

"I don't mind at all. Though I should warn you, half of us are insane and flat-out crazy, unless your Thor." Spidey joked.

"Eh, Jaune was like that when he was a baby." Saph teased her baby brother again.

"I am not a baby! That is a baby!" Jaune retorts, pointing at the baby Adrian, who huffs back from the arms of his mother.

"That's your son?" Sonic asked Saph.

"Yup. Name's Adrian." Saph answered, tickling her baby boy to make him laugh.

"Wanna open your presents now?" Ruby asked Peter.

"Why not? Whatcha got?" Peter asked, ready to open up some presents.

"Here's one from Mr. Stark." MJ said as she gives Peter his first present.

"Tony?" Peter shreds the wrapping around his presents, revealing brand-new, high-tech web shooters. "Awesome! New Web Shooters! Seems to be repulsor-powered." He said while equipping his new Web Shooters. "Didn't think Tony would do this for me. What else?" He asked, wondering what his next present is.

"I got ya this." Weiss hands Peter his second present.

The webhead opens it to reveal a brand-new Spider-Man costume. It looks to be a combination of his Advanced Suit and his old Tech Suit. It looks to be influenced by athletic wear like his Advanced Suit. It still retains the classic red and blue color scheme, replacing the large white spider on the chest and back with a classic and slightly smaller black spider on the chest and a large red, circular spider on the back. The gloves are now colored blue except for the fingers, which are still red. The suit has dark navy blue accents on the arms and shoulders (like the black accents on the Homecoming Tech Suit). The shoes are still modernized and inspired by trendy sneakers with some white bits located on them.

"A new suit?" Spidey asked the Schnee heiress.

"It's called the "Advanced Tech Suit". It was made using the most cutting-edge technology from both Atlas and Oscorp. It comes with many suit mods using ISO-Dust. Now you're more flexible, durable, and more resistant to elemental attacks, among other unique features." Weiss explained.

"Nice." Peter smiled until he was immediately met with Ruby and her gift.

"Open my gift! Open my gift!" She repeatedly.

Peter doesn't say anything and unwraps his third present, grabbing the two, familiar spider-themed orb objects that were wrapped inside. "Heeeey," He whined, "These are my Spider Orbitars! I was wondering where these were. Why did you steal these when I wasn't looking?" Peter asked his surrogate little sister.

"Thought I make a few minor upgrades." Ruby smiles and presses a button on the Orbitars. They instantly transform into a pair of blue energy-glowing, wrist-mounted splitter claws on Peter's gauntlets.

"What is THIS?" Peter asked while looking at his new melee weapons.

"A new gadget. I call them the "Arachnid Claws"!" Ruby gestured excitedly.

"This would make tearing robots a new one so much easier," Peter said as he transforms the Claws back to Orbitars and puts them away in his belt buckle. "Thanks, Rubes. I doubt anything could beat that." He said, ruffling Ruby's hair like old times.

"Don't be too sure." Yang smiles. She and Johnny Storm stand beside what seems to be a vehicle covered with a blanket. The two hotheads grip their hands on the blanket and throws it away to reveal a Spider-Man-themed, red-and-blue buggy.

"TA-DA!" Yang and Johnny shouted simultaneously.

Spider-Man and Ruby gasp in awe and cup their hands together. "A SPIDER-MOBILE!" The excited teens said and immediately dashed over to check it out with Sonic.

"A Spider-Mobile? Cooool!" Sonic smiled.

"Me and Johnny been working on this for the past two weeks." Yang said.

"I love it!" Spidey said, hugging his brand-new buggy.

"Do you even have your Driver's License?!" Weiss asked Peter.

"Who needs a License when you have a Spider-Sense?" Spidey quipped.

"That's not a replacement!" Weiss retorted.

"I'll get it this weekend." Peter replied.

"If you don't miss your appointment for the 10th time." Yang remarked.

"How 'bout you, Kitty Cat? Have anything for me?" Peter asked Blake.

"It's probably not as cool as the others, but here." Blake hands Peter a small gift. He rips off the wrapping and takes out a picture frame of him with Team RWBY back when he was a student at Beacon.

"This is the picture we took on Spider-Man Day." Peter said, reminiscing how the whole school honored Spider-Man for a day and fought Team RWBY for a friendly match (Read _Spider-Man: Battle for Remnant_ ). He looks at Blake with a smile, "It's perfect. Couldn't ask for anything better."

Blake smiles, "Thanks," and gives Peter a hug.

"Don't forget your present, Sonic. Hope you like this." Tails hands Sonic a chili dog wrapped in a bow. Sonic snatches the chili dog and takes a bite from it before Tails could even notice it was missing from the plate.

"Like it? I _love_ it!" Sonic said, giving his little bro a thumbs up.

 **BGM End**

Everyone continues partying without a care in the world, glad to be having fun with family and friends from different dimensions. While talking to his friends, Peter's Spider-Sense quickly tingles. The sky slowly turns an eerie purple as a time hole appears and produces a shock wave. "WHOA!" Peter said as the shockwave hits the party group. Everything from the table is blow away, including Sonic's chili dog and Peter's picture frame of his friends.

"Sonic! What's that!?" Tails asked the hedgehog. Unfortunately, the hedgehog and his spider friend were too distracted wondering where their gifts flown to and stands in place to search for them.

 **BGM-Sonic Generations OST-Cutscene 1**

The mysterious ghostly monster from before emerges from its time hole. It hovers ominously over Central Park as the purple sky strikes lightning on the city. New Yorkers start fleeing for their lives except for those people still present at Peter's birthday party.

"Is this normal around here?!" Saph asked while trying to stop her baby from crying.

"Too normal!" Susan quipped.

The ghost-looking monster opens a giant portal in the sky and proceeds to suck up every civilian in Manhattan. The NYPD tries to fight back but they were instantly overpowered and sucked into the portal as well. "What's it doing?!" Ruby asked. Meanwhile, Sonic and Spidey are busy looking depressed that they lost their respective presents. Weiss nonchalantly touches their heads and twist them to the world ending than some lousy presents.

"I got this! FLAME ON!" Johnny envelops his body in flames and flies up to confront the beast.

"JOHNNY, WAIT!" Sue shouted but her cocky little brother chose to ignore her.

Johnny throws a fireball at the ghostly entity but it did nothing. The monsters produce a smaller time hole and sucks Johnny into it.

"JOHNNY!" The remaining members of the Fantastic Four and Spider-Man shouted when they saw the Human Torch get swallowed up.

The giant monster roars as it produces multiple time portals to suck up everyone else still present. Team Chaotix and the remaining Fantastic Four were sucked up first. Rouge, Knuckles, the two X-Men, Axl, and Ilia were holding onto the table but were sucked in along with Amy, Mary Jane, Harry and Aunt May.

"NOOOO!" Spider-Man exclaimed to see his Aunt and friends getting swallowed up.

"Hey! Not cool!" Sonic said. The hedgehog and spider run towards the mystery beast and jumps forward to attack.

"GUYS, STOP!" Weiss shouted at the reckless fools.

The ghostly entity swats the two heroes aside, causing them to fly pass the remaining D-Avengers and hit the ground hard, instantly put into an unconscious state.

"Sonic! Spider-Man!" Blake shouted if they're okay before she too was sucked into a time hole. Cream, Cheese, Blaze, Lucina, Lissa, Saphron, Adrian, and Team JNPR are soon swallowed by their own time holes. And it wasn't long until Pit, Palutena, Yang, and Weiss were sucked into time holes of their own. Tails and Ruby were the last around but could barely hang on.

"Help us…" Tails and Ruby finally lost their grip and was soon getting swallowed up. "SONIIIIC!" Tails shouted.

"SPIDER-MAAAAAAN!" Ruby shouted before they get sucked in. Sonic and Spidey lay unconscious on the ground as everything gets encompassed by a bright white light.

 **BGM End**

* * *

 **Unknown White Void**

' _HEY! Peter! Sonic! Wake up!'_ Ero, Peter's divine spider other, speaks in their heads.

"Ughhh…" Spider-Man groans as he and Sonic slowly regain their senses. They start to stand up, holding their aching heads as they find themselves in a colorless Manhattan.

Sonic groans, "Where are we?"

' _I don't know. It would appear we're in Manhattan, but something's different. There's no life. The Great Web. It's…confused. Distorted somehow.'_ Ero answered to the best of his abilities.

"What does that mean?" Spider-Man asked.

' _I'm not sure. All I know is, whatever that "thing" was, it brought us here.'_ Ero replied.

"Ugh. Some party. Who gifts you the "end of the world" for your 18th birthday present? Totally not cool." Spider-Man joked.

"Where is everyone? Tails. Ruby…" Sonic began.

"Aunt May…" Spidey said, starting to sound worry for his dear aunt. Peter starts swinging through the windless air while Sonic starts running on the white streets. Not long after they started exploring this empty, white Manhattan, they come across countless New Yorkers frozen and appear as white statues at.

"Pete, look at this." Sonic said, walking with Peter to a frozen New Yorker.

The genius superhero scans the statue with his lenses for any signs of life. "Can't tell if they're alive or not. They're like statues," Peter said, "Ero, what can you tell?"

' _It's like they're in a state between life and death. Never encountered something like this before.'_ Ero answered, even with his millennia-worth of experience can't possibly figure out what is going on.

"This is too weird. What can we do?" Peter wondered.

"Let's check Central Park for clues. Maybe we'll find something." Sonic proposed.

"Good idea. That's where this whole mess started." Peter agreed to the plan and the two journey back to Central Park. When they arrived, they find Central Park is like everything else in New York, white and void of all life.

"Here too. What has happened to my city?" Peter somberly asked as they walk pass dozens of people statues.

"We'll fix this, Pete. Don't worry." Sonic assured the web-slinger.

"I know. Thanks." Peter said. They return to the area where they held the birthday party. The table, balloons, the Spider-Mobile, even the new Advanced Tech Suit gift that was left behind have no color like everything else in this world. The dimensional duo also come across four familiar looking statues that quickly shock them when they figured out who they are.

"Tails!" Sonic exclaimed after finding his little buddy as a statue.

"Aunt May! And Jaune's sister and her baby!" Spidey detected. He observes May's statue, trying to find some way to save her. "Do we need paint to bring these guys back to life?" Peter joked.

"It'll probably come in white like everything else." Sonic quipped. The hedgehog glances the area for anything that could prove useful to help them out. His eyes then meet what appears to be a portal to a land of green hills. "Pete, look." He gestures Peter and points to him to the portal.

"A portal? But where to?" Peter asked.

"Strange portals, stranger monsters, and our friends' in trouble," Sonic then grins, "Time we do that hero thing!"

"It is getting pretty boring in here. Let's go someplace more lively." Peter said in a lighter manner, zipping into the portal the same time Sonic dashes in.

* * *

 **Green Hill Zone**

 **BGM-Sonic Generations OST-Green Hill (Modern)**

The double S duo lands on actual green grass surrounded by hills and large loops. "COLOR! We're not stuck in the 30s anymore." Spidey joked.

"Where are we?" Sonic asked.

"I dunno. This looks like someplace from your world." Spidey told him.

"It does look familiar actually." Sonic said, putting his finger under his muzzle as he has the faint feeling he's been here before. The hedgehog touches the ground and revs up his feet, "C'mon. Let's see what we can find here."

"Lead the way." Spidey said, following the high-speed hedgehog with his amazing web-swinging skills. It wasn't long until the heroes encountered some old Moto Bug badniks on the road.

"Ladybug robots?" Peter questioned with a weird look.

"They look to be some of Eggman's old badniks. Why are they here?" Sonic asked as he boosts through the robots with ease.

"I dunno. I'm not the "All-Knowing Spider-Man"." Spidey quipped, having no clue what's going on either.

The heroes come across a large loop Sonic runs on while Spidey simply zips to the other end. "Gotta say, Pete. I'm always impressed you can keep up with me." Sonic smiles.

"Years of web-swinging would do that to you." Spidey replied. The two jump through a waterfall into a dark cave where they hop on some grind rails. "A cave," Peter questioned until his Spider-Sense triggers to a Giant Chopper fish chasing them, eating the rails in the process. "Wuh-oh! Giant sushi! Move! Move! Move!" The webhead pressured Sonic as they speed up either with boosting or web zipping. They ride up to the sky and jump through some floating rings to keep them away from the giant fish until they landed on solid ground. "Giant robotic fish. Why does all the weird stuff happen when the two of us are together?" Peter joked.

"That would explain our last few adventures." Sonic said as they continue exploring Green Hill Zone. They would come across a wall to wall jump, then slide under a tiny opening before striking Buzzers from the air. Sonic continues boosting through Crabmeat bots while Spider-Man swing kicks Buzz Bombers.

"Where are we going exactly?" Spidey asked the hedgehog.

"You tell me."

"I don't know! I've been following you!" Spidey retorted.

 **BGM End**

Sonic and Spider-Man soon end up in an open area of Green Hill with another portal. "Look, another portal. Where will this one take us?" Sonic asked.

"Someplace less crazy than here?" Spidey joked.

"With your luck, doubt it. C'mon." Sonic said and the two amazing heroes run through the portal to their next destination.

* * *

 **Manhattan, New York (3 years ago in the past)**

The dynamic dup hops from the portal to find themselves on what seems to be a resorted New York City, standing on the top of a Manhattan building above the people. "Manhattan. Everything's back to normal." Spidey noticed.

"Something's fishy. This adventure seems WAY too easy and went by pretty fast." Sonic said, feeling something's off.

"Coming from the fast-running hedgehog, that says a lot." Peter joked. The amazing wall-crawler checks his suit's HUD to search the local news feed of any reports about the city being attacked recently by that ghost monster. He's instead immediately swarmed with news about his old winged-feathered foe, the Vulture, having just stole diamonds from the Park Avenue Diamond Exchange. _'The Vulture stealing from the Park Avenue Diamond Exchange? Didn't he do something like that years ago? Why's he doing it again?'_ He asked himself. Then his trusty Spider-Sense tingles to a swooping dive attack. He quickly leaped away before he could suffer the full impact of that attack. He lands next to Sonic just as the Vulture, in his classic costume, confronts the heroes.

"Spider-Man! How did you get free from that water tower I trapped you in, and why do you look a little different? Who's the animal with you?" Vulture asked the web-slinger.

"You never seen a hedgehog before, birdbrain?" Sonic asked.

"You can talk?!" Vulture gasped, shocked.

"Uh, yeah? Why do you sound surprise? We fought before." Sonic asked, looking confused.

"We have?" Vulture replied, looking confused himself.

"Vulture. Haven't seen you in that old getup in years. Why're you still wearing it?" Spider-Man asked his winged foe.

"What are you yammering about? This is my "only" costume," Vulture said, making it sound like he hasn't fought Spider-Man as much yet, which is really confusing for both Peter and Sonic. "Bah! I don't have time for this. I have what I came for," He shows them the suitcase of diamonds he stole from the exchange earlier today, "And once I get rid of you, this city will be MINE!" He said as his body suddenly gains a purple hue aura and glowing red eyes.

 **BGM-Spider-Man Unlimited OST-Boss!**

"HAAH!" The powered-up Vulture fires wings like projectiles at the heroes, forcing them to jump out of the way before they got hurt.

"Did you see that?!" Sonic asked.

"Yeah. Vulture got powered up with some dark power. That's unusual." Spidey replied.

"Maybe it comes with old age." Sonic quipped. Vulture flies straight at Sonic so fast, the hedgehog was barely able to dodge him, "Whoa! He's a lot faster than usual!"

The feathered villain makes a quick U-turn and punches Peter a lot harder than what his age could provide, "And he's a lot stronger. That's not right." Spidey then kicks Vulture, "Not bad, Toomes, but I'm still gonna put you back in the retirement home."

"Rrrrgh!" Vulture growls and surprisingly blasts Spider-Man with a dark energy blast from his wings.

"He never did "that" before." Peter groaned while rubbing his head. He senses Toomes launches more dark-powered wings at him and Sonic, forcing them to go on the defensive and dodge.

"Didn't think Vulture would give us trouble." Sonic said while dodging the wing blades.

"He certainly was a challenge the first time I fought him. Had to build an anti-magnetic inverter to disable his wings to beat him." Spidey said, pelleting Vulture with web balls.

"Do you still have that with you?" Sonic asked while jumping over Vulture's projectiles.

"What's the point? His wings keeping upgrading to make it useless." Spidey replied, air-dodging a swerve attack. He web strikes and beats on Vulture in mid-air for a little while before kicking him away. As he and Sonic continue battling Toomes, Spider-Man hears a cry for help.

"H-HEEEELP!" The voice of a young girl crying gets Spider-Man's attention.

"Someone's in trouble." He turns to the source, locating a little six-year-old girl wearing a sleeveless, crimson-colored hood, crying on top of a Daily Bugle billboard. Sonic dodges more of Vulture's wing blades, causing them to target the little girl instead. Spider-Man web zips all the way to the billboard and saves the little girl before the blades killed her.

"Don't worry, kid. You're safe." Peter told her. He takes a closer look at the sniffing child. He notices she sports familiar black hair with red accents, but more importantly her silver eyes and the hood she wears. Peter gasps when he realizes who he just saved, "You're…Ruby?"

"You…know who I am?" Kid Ruby asked him with her adorable child voice.

Before any questions could be asked, Spidey is forced hold onto this child Ruby and run away from Vulture's projectile attacks. "You can't run forever, wall-crawler! In the sky, I'm in MY element, and I am invincible up here!" Vulture proclaimed, then gets kicked upward by Sonic.

"Yo, Spidey! You okay?" Sonic asked.

"Yeah. I think I just saved Ruby too." Spidey replied, showing the hedgehog a young Ruby in his arms.

Sonic is shocked to see a younger Ruby, "Ruby? Why are you a kid?"

"Because I am a kid?" Kid Ruby replied, confused on what he means by that, and also wonders how Sonic could talk. The two heroes and the child look up to see Vulture firing more of his wings at them. As they prepare to dodge, however, another portal pops up below them and swallows them up.

"OH WHAT?!" Spidey shouted before they are sent away, leaving a very confused Vulture behind.

 **BGM End**

* * *

 **Nueva York, Year 2099**

 **BGM-Spider-Man Unlimited OST-Gameplay 2099**

The time portal sends the group above a nightly Nueva York. The heroes scream for their lives as they fall thousands of feet from the air. "NOW WHERE ARE WE?!" Sonic shouted. He spots a flying car and lands on the hood, then leaps onto more hover cars to safety.

"Flying cars!" Spidey said, holding onto Kid Ruby as he swings over a futuristic car. "Flying buses!" He said while running on top of a flying bus before web swinging. "And it's very hard to breath! Are we in the future?!" Peter asked as he and Sonic land on a very tall rooftop in this futuristic world.

"The future?! So cool!" Kid Ruby exclaimed, staring in awe of Nueva York with bright sparkles in her eyes.

"We need to head back to New York before that portal closes." Spidey said, looking at the portal in the sky.

"Right!" Sonic nodded in agreement.

"HOLD IT RIGHT THERE, SPIDER-MAN!"

The heroes turn to see a flying police van hover above them, carrying dozens of futuristic police cops that drop down on the roof and points their weapons on the good-doers. "This is the Public Eye! You are under arrest!" One of the cops said as he aims his laser pointer at Spider-Man.

"Wow, Spidey. We've only been here for a minute and you're already public enemy number one." Sonic joked.

"Faaantastic." Spidey said with a deadpan stare. The Public Eye waste no time and start shooting at the heroes, getting them to dodge their laser beams. "Hey! Morons! I have a child with me!" Peter quipped. He sticks Kid Ruby to his back and begins his assault on the Public Eye. He zips over and knocks out one cop with a single punch, then immediately kicks the other guy from the back before comboing a chunk of them and sends them flying. "This should protect ya, kid." He webs up everything but Ruby's face to shield her from any blind attack. "Let's try out these new Web Shooters, eh?" He points his new Web Shooters at some Public Eye troopers, firing Repulsor Webbing that acts as a sort of energy blast and knocks the cops down. "Aw yeah, baby! Repulsor Webbing for the win! Now let's try out these new Arachnid Claws Ruby gave me!" He said, equipping his hands with his new melee weapon.

"I did?" Kid Ruby questioned.

"Yeah, you did. Don't you remember?" Peter asked while whooping the future cops' butts with his Arachnid Claws.

"I don't think I'm old enough to build weapons, but when I am, I want to make a scythe like my Uncle Qrow." Kid Ruby said.

' _This is getting confusing.'_ Spidey thought, wondering what's wrong with Ruby while clawing down a cop.

Sonic's almost done dealing with his squadron of Public Eye goons. He uses his speed and easily blitz through them in a blink of an eye, easily defeating them. He was then forced to a complete halt when a metal wing blade strikes the ground before him. "The Vulture? Here?" He asked.

"Yup."

The heroes look up to see Vulture, but an entirely different Vulture than the one they know. First off, this guy looks much younger than Toomes and wears a silver metal helmet, flying around with metal wings. "Okay, I'm lost. Who the heck are you?" Spidey asked this futuristic Vulture.

"I'm the Vulture." Vulture 2099 answered, pointing to himself.

" _Noooo_. The Vulture I know is old, but you do have his smell." Spidey joked.

"Don't know why you changed into a sillier outfit, bugman, but I'm looking forward to eating you this time!" Vulture 2099 swoops down, surrounded by that same purple aura that enveloped Toomes while he tries to attack Spider-Man and Sonic.

"This guy's enveloped in that same energy as Toomes. Seriously, I am confused! What is going on today?!" Spider-Man asked, avoiding future Vulture's swoop dive.

Sonic ducks under the villain's claws and looks back at the portal that brought them here, and sees it getting smaller, "We don't have much time. Let's finish this now!"

"Right! Team-up attack! Let's go!" Spidey said.

"AFTERIMAGE ASSAULT!" The Dimensional Duo assaults the future Vulture with an onslaught on speedy punches and kicks, while leaving behind afterimages to confuse the man. Their power proved too much and was able to defeat the villainous cannibal.

"Yaaay! You guys beat him!" Kid Ruby happily fist bump the air.

"That's one bird down. Let's go take care of the other." Spidey said, swinging with Sonic to hop back into the time portal before it closes.

 **BGM End**

* * *

 **Manhattan, New York City**

"Hahaha," Adrian Toomes's Vulture laughed while flying through the sky, "With Spider-Man gone, this city is mine to rob! MINE! Ahahahaha!"

"Don't be too sure, you crazy coot."

"Huh-?" Vulture looks down only to get uppercutted by Spider-Man after he, Sonic, and Kid Ruby jump up from the time portal.

"You're grounded, old timer." Sonic said with a homing attack, leaving Spider-Man to use his magnetic webbing to disable Vulture's wings.

"Glad I remembered my magnetic webbing! You're out of control! You've lost!" Spider-Man told Vulture as they fall from the sky.

"What did you DO? I can't stay aloft! You…You'll kill us both!" Vulture shouted.

"Speak for yourself, mister! The sky is my element as much as yours! Just watch!" Spidey fires a webline to a nearby building and sticks to it, just as Sonic easily jumps off a building to the rooftop. The heroes watch as Vulture spirals down to a nearby rooftop in defeat, with a police chopper landing down to arrest the feathered criminal.

"That's it for Toomes." Spider-Man said, watching the police taking Vulture away. He puts his finger underneath his chin, "It's weird though. His old costume. The diamond heist. The way he crashed down. I feel like I've done this before."

Meanwhile, Sonic kneels down to check on Kid Ruby to see if she's okay, "Hey, kid. You okay?"

"Mm-Hmm." Kid Ruby nods with a happy smile. "You guys are SO cool! Are you real-life superheroes?!"

"You know it." Sonic smiles.

"Cooool!"

"So why is Ruby a kid again, and why doesn't she remember us?" Sonic asked Peter.

"I dunno. I've been suffering a headache since this whole adventure started." Spidey said as he rubs his face. Then out of nowhere, a golden key with roman numerals pop up in front of Peter, allowing him to carefully grab it. "A key? Where did this come from?" The web-slinger asked. Then, another time portal is summoned behind them.

"Another portal? I'm starting to get sick of these things." Sonic commented.

"We don't have anywhere else to go." Peter said as they have no choice but to enter the portal and hope to god it won't take them anywhere dangerous or weird.

* * *

 **White Space Manhattan**

The Dimensional Duo and Kid Ruby return back to the colorless Central Park. "We're back here?" Spidey commented. Then to their surprise, all of Central Park is seen restoring itself back to normal, color and everything.

 **BGM-Sonic Generations OST-Cutscene 2**

"Everything's turning back to normal." Kid Ruby commented as the people who were statues in Central Park are turning back to normal, free to walk and cheer again. This also includes Tails, Aunt May, Saphron and her baby Adrian as they are resorted to normal, breathing a sigh of relief.

"May!" Spidey exclaimed, hugging his aunt and happy to see she's okay.

"Tails! Are you okay?" Sonic asked as he checks on his little bro.

"I am thanks to you guys," Tails replied, "We thought we were dead! Floating without a body in a black limbo," He shivers, "I'm going to have nightmares for weeks."

"Well, we're glad you guys are okay." Sonic smiled.

Adrian continues to cry but Saph was able to calm him down. "There, there. No need to be afraid anymore. Spider-Man and Sonic saved us." She said softly, shaking her baby. She turns to her heroes and smiles at them, "Thank you two for saving us."

"No problem. Sorry you got caught in this mess on your first trip to another dimension. This sort of thing happens a lot in New York." Spidey apologized.

Saph chuckles, "That's what Jaune kept telling me as reasons why I should not visit," She then gasps when she remembered something, "That's right! Where's Jaune? Is he okay?" She asked, greatly concerned for her little brother.

"We're not sure yet, but we'll find him and the others." Spider-Man replied.

"Well you already found Ruby, but what happened to her? She looks a lot younger than I remembered." May asked while staring at the child Ruby.

"I am?" Kid Ruby blinked her cute little eyes.

"I dunno, but what's weirder were those places we just visited. Is it just me, or did they feel _awfully_ familiar?" Sonic asked.

"What do you mean?" Saph asked.

"Those green hills. The fight with Vulture. Though that trip to that future world made no sense." Spidey listed.

"Hm…Not really to me…But look at Manhattan. It looks like something sucked all the life and color out of this place. Totally strange." Tails said.

"No stranger than rescuing genies in magic books, or saving alien in an interstellar amusement park." Sonic referenced some of his past adventures.

"Don't forget about an island full of giant spiders or catching the robot flu. I'm more concerned about finding our friends." Peter said.

"And my sister!" Kid Ruby added, with Tails nodding in agreement.

 **BGM End**

While Spidey goes to a private place to put on his new Advanced Tech Suit, the two-tailed fox genius takes out his Miles Electric to pinpoint anything that could prove useful in saving the people of New York. "I'm getting a weak signal similar to that portal you guys entered near the George Washington Bridge." He told the gang.

"That might be a good place to check out. Spidey, you ready?" Sonic asked his web-slinging pal.

Peter finished putting on the mask of his Advanced Tech Suit, causing his whole costume to glow a faint blue color. He hops on the Spider-Mobile and drives it closer to Sonic. "Oh yeah! I'm ready!" Peter said. "May. I want you, Tails, and Saph help the people here. Keep them safe." He instructed.

"There should be a small F.E.A.S.T. center somewhere here. Don't worry, we got this." May replied.

"Good. Ruby," Spidey turns to the silver-eyed child, "You stay here with the others."

"Will you find my sister?" She asked the spider hero.

"I will. Promise." He answered, making her smile.

"We'll be back soon!" Sonic said, stretching his glove as he races against Spider-Man's buggy to the George Washington Bridge. As everyone watches the red-and-blue duo leave, a younger version of Sonic arrives and see Tails.

"Hey Tails, what's up?" Classic Sonic waves at Tails, briefly startling him and everyone else.

"Wow! You weren't kidding when you said soon! I thought you already left!" Tails said, surprised.

"Hmm? Really? If you say so. I'm off!" Classic Sonic nodded and runs off, leaving everybody else confused.

"Uhhhh, is it just me, or did Sonic look a little…different?" Saph asked.

"He seemed shorter." May commented.

Looking above, Kid Ruby spots a futuristic version of Spider-Man swinging above them.

"It's Spider-Man! I see Spider-Man!" Kid Ruby pointed.

"Wasn't he in a car, and why is his costume a lot more "blue" than "red"?" Saph asked another important, confusing question.

"This is getting confusing." May shakes her head.

"Hmm…" Tails simply stands there in a thinking position, trying to figure out what's going on and wonders if he just saw two Sonics and two Spider-Men.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man: It's your friendly neighborhood Spider-Man. Check it out, Sonic. Look at all that pollution.**

 **Sonic: This plant DEFINTELY feels familiar. How could anyone forget about this smell? AH! Watch out, Pete! Is that the Green Goblin? What's he doing, and who's that girl on the bridge?**

 **Spider-Man: Oh no. I remember this. Maybe this time…I can fix things! HOLD ON!**

 **Next time on D-Avengers: Generations-**

 _ **The Night to Relive a Nightmare**_

 **Spider-Man: I can't fail again! I won't fail again!**

* * *

 **KFX Here: To anyone wondering, NO, Jaune's sister doesn't know Peter is Spider-Man and never will. The design of Peter's new "Advanced Tech Suit" takes a lot of inspiration and is a combination the Advanced Suit, the Homecoming Stark Suit, and the new suit he'll be wearing in the upcoming Marvel Ultimate Alliance 3 video game.**


	5. Issue 2: The Night to Relive a Nightmare

_Issue 2: The Night to Relive a Nightmare_

 **BGM-Sonic Generations OST-Hub (Chemical Plant)**

"WOOHOOO! I am loving this!" Spider-Man shouted. The spectacular wall-crawler is having a wonderful time driving his new Spider-Buggy on the side of a building in this lifeless Manhattan as he and Sonic travel through Harlem to the George Washington Bridge.

"Still looks a little _lame_ compared to the Speed Star." Sonic playfully mocked, grinning as he compares the Spider-Mobile to his own personal car.

"Oh yeah?" Spidey raised an eyebrow. He presses a button on the controls that transforms his buggy into a more modern, high-tech car (The transformed Spider-Mobile shares the same design as the one from "The Amazing Spider-Man Vol 4" comics). He presses another button to perform a boost on the wall and jumps over Sonic, riding ahead of him.

"Not bad, not bad." Sonic commented.

"I don't know what Weiss was talkin' about. Who needs a license when you're riding this baby with a Spider-Sense? This's a breeze." Spidey asked.

"It's not like there's any traffic to worry about." Sonic said while passing inactive cars because of this white space they are in. "So what do you think it's going on? What was the deal with those portals that sent us to those familiar worlds?" He asked Peter, still wondering what was the deal with those time holes.

"Maybe something happened to the space-time continuum? I'm more concerned about that "giant monster" that sent us all here. I don't know why, but that thing gave me a "Galactus" feel. Have you encountered something like that before?" Spidey asked the hedgehog.

"I've fought all sorts of crazy monsters, but nothing like that thing." Sonic replied, having no clue what that creature was either.

 **BGM End**

The marvelous Dynamic Duo make a brake when they arrived at the colorless George Washington Bridge. Like everywhere else in this world, it's void of life. All the people here has had the life sucked out of them and remain as white statues. "We're here." Spidey said, parking the Spider-Mobile. He jumps out and walks with Sonic to find the next time portal. When they did, they come across statues of Mary Jane Watson and Amy Rose.

"It's Amy and MJ. They're just like the others." Sonic noticed.

"If we're going to save them, we have to go through that portal," Spidey points to the portal that leads to some "chemical plant", "Whatever we did last time fixed Central Park and its inhabitants. Let's hope we could do the same thing here."

"Here we go!" Sonic said with a smile as he jumps through the portal. The second Spider-Man followed him, the portal closes. Seconds later, another portal opens up that seems to lead to a sparkling casino city filled with pinball machines.

Classic Sonic runs to the George Washington Bridge just in time to find that "casino night" portal. "That place looks familiar. Didn't I visit that casino not long ago?" Classic Sonic asked himself. "Should probably check it out. Beats running around this dead zone forever." He runs into the portal, just as Spider-Man 2099 lands in front of it.

"I found it. A distortion in space-time. Whatever that creature was, it's causing rifts into different time periods. Gotta see if I could fix this, before this goes from bad to worse." Miguel said and jumps through the portal into Casino Night Zone.

* * *

 **Chemical Plant Zone**

 **BGM-Sonic Generations OST-Chemical Plant (Modern)**

In this poisonous chemical factory, Modern Sonic runs on large up-and-down lamps at the speed of sound, all with Spider-Man Prime doing his best to keep up from the air. "Whoa. Check out this place." Sonic commented on the area while boosting through Crawl badniks.

"It looks like we're in some "chemical plant"." Spidey commented, swinging high in the air.

"Chemical Plant? Sounds _oddly_ fitting." Sonic said, getting a distinct feeling he's been here, just like with Green Hill from before. The two daredevilish heroes do some grind railing over the toxic massive factory and run inside a small building with the spider-shaped Grabber badniks.

"Are you guys last-years' "Spider-Slayers"? Smythe is losing his touch." Spidey joked while destroying the Grabbers with his Repulsor webbing.

Sonic's eyes widen in fear when approaching a pool of pink water. With his speed, he easily runs above it so he won't have to deal with an underwater adventure. "Eek. What worse than regular water? Pink water." He said, looking disgusted and a bit scared.

"I think that stuff's Alkaline Phenolphthalein." The genius superhero said.

"Do you always have to be a nerd?" Sonic teased.

"Someone's got to educate you. I don't think you ever went to school." Spidey quipped.

"Who needs school? I'm already a master in physics." Sonic quipped.

"A master in breaking it." Spidey joked.

They both fly into a large water slide, screaming joyfully as they hop out to another building and free-fall down to the lower levels, avoiding blue centipede-looking chemicals on the way down. "With just the two of us, I'm kinda reminded of my early adventures with Tails." Sonic said to Pete as they continue exploring.

"Are you indirectly calling me your sidekick?" Spidey quipped.

"The two of us had a lot of adventures back when we were kids. Worked together with the Freedom Fighters and stopped a lot of Eggman's plans for as long as I remembered." Sonic said, reminiscing his parts of his past.

"Can't believe you were fighting since you were kids. It wasn't until I was 15 when I putted on the mask and fought all sorts of weird, crazy stuff." Spidey said while fighting more badniks.

"Back then, I only had to deal with giant robots. It was until I was around your age when I started fighting gods, aliens, mutants, you name it." Sonic said during a homing attack chain on Grabber badniks.

"We live _very_ wild lives." Spidey said.

"That's what makes us unique. You're never too young to save the world." Sonic smiled.

"Uh-huh." Peter agreed with his statement. They continue wrecking through the Chemical Plant and destroy anything that shoots them. Sonic hops off a few springs and grabs a construction-looking zip line to drop down a grind rail, watching with the web-swinging hero as the whole Chemical Plant starts to explode.

"This place is collapsing! What did we DO?!" Spider-Man asked.

"It's exploding from all our _awesomeness_ ," Sonic quipped, "C'mon! Let's go find a portal!" He grins as they continue running through the exploding chemical plant.

 **BGM End**

* * *

 **Casino Night Zone**

 **BGM-Sonic Generations 3ds OST-Casino Night (Classic)**

"Well this place is a little, uh…" Spider-Man 2099 hangs on a wall while staring aimlessly of the brightly-lit Casino Night. "Bright." He finished his sentence. "Don't have anything like this in my time, as far as I know," He said before shooting out a web and begins web-swinging through the zone. "Okay. Gotta focus. Need to find the source of all these time distortions and figure out how to fix it. I doubt gambling will do me much good." He swings over a pinball area, where he barely avoids getting hit by a spinning blue ball. "What was that?!" He asked as he lands on a wall. He looks ahead to see the ball roll out as a small, humanoid blue hedgehog and begins running at incredible speeds. "Who was that? A hedgehog? Wait. He looked familiar." Miguel said as he believes he met that hedgehog before. He jumps up and swings over to try and catch up with the hedgehog. "HEY! HOLD UP!" He shouted, getting the hedgehog's attention.

"Hm?" The young hedgehog stops and turns around to see Miguel landing in front of him. "Didn't think I run into someone else here besides Badniks." He said to him.

"My name is Spider-Man. I'm not exactly from here." Spider-Man 2099 introduced himself.

"I can tell. Who swings around in tights like that?" Classic Sonic made fun of Miguel's costume.

"These "tights" are way more advanced than anything you'll ever see." Miguel replied, taking some offense to his teasing.

Classic Sonic pulls out his hand for a handshake. "The name's Sonic. Sonic the Hedgehog." He introduced himself while they shake hands.

"Yeah. I think I remember you. Your friends with Silver, right? You were there when we stopped the Green Goblin from destroying reality?" Miguel asked the confused hedgehog.

"Silver? Green Goblin? You lost me, dude." Classic Sonic replied.

"I figured as much. You must be a "younger" version of Sonic then. Stolen from the past." Miguel said.

"Now you REALLY lost me." Classic Sonic scratches his confused head.

"Sorry. So how did you wind up here?" Miguel asked the hedgehog more questions.

"I found this portal that led me here after getting captured by that weird, ghost monster thing." Classic Sonic answered.

"Same here. We need to fix whatever's going on here. I might need your help for this." Miguel said, thinking he'll need Sonic's help to fix this madness.

"Sure. I'm all for it." Classic Sonic winked, giving a thumbs-up.

 **BGM End**

From their position, the two time-displaced heroes hear the sounds of laser fire coming from afar. "Did you hear that? Sounds like there's a fight." Classic Sonic noticed.

"Let's go check it out!" Miguel said as they race over to the source of the fighting.

 **BGM-Spider-Man: Edge of Time OST-Fighting Enemies**

Somewhere in Casino Night, a pale skinned young eight-year-old girl is being attacked. She has pale blue eyes and short, neat white hair, wearing a pale blue dress. The scared little child stands behind a brave young, two-tailed fox while surrounded by a dozen futuristic-looking, humanoid robots.

"Stand behind me! I'll protect you!" The young-sounding orange fox instructed the little girl, who slowly nods in agreement. The brave fox charges at a robot with a spin attack but was deflected to the ground in pain. While the fox rubs his head, the robot takes aim and is ready to kill him.

"Lay off the fox, bub!" Classic Sonic leaps in and destroys the robot before it could injure his friend.

"Ah! Sonic!" The fox said, happy to see his best friend come to his rescue.

"Hi Tails! When did you catch up?" Classic Sonic asked him, mistaking this Tails with the older one he recently met.

"Huh? I've been here the entire time." Classic Tails replied with a confused look.

The young girl from before is watching the young Mobians fighting off the androids, unaware one of them is behind her and ready to fire. Before it could take its shot, the Spider-Man from 2099 stomps it into pieces, grabbing the young girl's attention. "Alchemax robots?! What are they doing in this time period?!" Miguel asked after recognizing the robots from his future. He web yanks a lone bot to his knee, then uses his retractable talons to slice up a few more. He quickly grabs hold of the little girl before another robot could kill her. "Hang on tight." He instructed the white-haired child. He jumps and web slams down on a group of the corrupt machines. He webs up two robots and yanks them together to their destruction. When he senses an android about to take fire on him, he creates a clone, a high-tech Accelerated Decoy in combination with his natural speed and the advanced technology of his suit, to fool the enemy into attacking the clone instead, leaving it wide open for the real deal to kick its head right off its body.

The young Mobian heroes are almost done with their batch of evil robots. Classic Sonic spin dashes a good few of them while Classic Tails attacks a couple with his tails. The young fox flies into the air, grabbing Sonic and throws him down to destroy the remaining robots for good.

 **BGM End**

"Think that's all of them. What kind of Badniks were those?" Classic Sonic asked.

"They're not "Badniks". They're highly advanced robot sentries created by Alchemax." Miguel answered while putting the young girl down to her feet.

"Alchemax?" Classic Tails questioned what that is.

"An evil, corrupt organization that rules my future. They've been causing me all sorts of shockin' problems." Miguel answered.

"You come from the future? That's awesome." Classic Sonic said.

"Um, hello?" The white-haired child starts talking to get everyone's attention. "Can someone please tell me what's going on? Like, where am I? Who are you people? And what the heck are you two supposed to be," She points to Sonic and Tails, "Are you Faunus, 'cause I don't like Faunus."

"A faunus? I don't know what you're talking about. I'm a hedgehog." Classic Sonic answered.

"So you're a "hedgehog faunus"?" The young girl asked.

"Nooo. I'm a _hedge-hog_."

"You are a very weird looking faunus." The young girl crossed her arms, annoying Sonic.

"What's your name, kid?" Miguel kneels down to the neatly-dressed child.

"Weiss Schnee." She answered.

"That sounds familiar." Miguel muttered. "How did you get here?"

"I don't know. I was in my house when a big bright light came, and then I was here." Kid Weiss explained.

"I found her crying all alone and offered to protect her when those robots showed up." Classic Tails told his piece of the story.

"It's all because of that creature. It's messing with time and space." Miguel said.

"We need to find that thing and put a stop to it," Classic Sonic said, punching his fists together, "Ready to go, Tails?" He asked his buddy.

"I'm with you all the way, Sonic." Classic Tails happily fist-bumped the air.

"Weiss. Stick with us for now. We'll get you home." Miguel said to the young heiress.

"Okay." She nodded and joins her new friends on their journey to fix time and space.

* * *

 **Back at Chemical Plant…**

 **BGM-Sonic Generations OST-Cutscene 3**

Modern Tails is carrying Kid Ruby above the destroyed Chemical Plant, looking for Modern Sonic and Spider-Man Prime. "I see them!" Kid Ruby spots their heroes about to enter a time portal.

"Sonic! Spidey!" Tails waved, grabbing the heroes' attention before they entered the portal.

"Tails! Ruby!" Sonic said as they landed.

"Why did you bring Ruby?" Spider-Man asked his fox friend, worried for the girl's safety.

"She wanted to come when I went looking for you guys." Tails answered.

"Did you find my sister yet?" Kid Ruby asked Peter.

"Not yet, but we'll find her. Hopefully that portal will lead us somewhere." Spidey said, looking at the time portal to a familiar bridge.

"Y'know, this Chemical Plant feels familiar. I'd never forget a smell like this!" Tails said, walking up a bit to get a closer look at the pink waterfall, "And that pink water makes me _really_ nervous for some reason."

"You're right, Tails. This place been giving me déjà vu all over again!" Sonic agreed with Tails as he's been thinking he's been in this place before, probably when he was younger. "Let's head into that portal and see what else we could find."

"Can we come?" An excited Kid Ruby asked.

"Sorry, kid. You'll have to wait outside with Tails. Stay there until we get back, okay?" Spidey asked the little hooded girl.

"If you say so…" Kid Ruby replied, a little sadden she can't be a part of this huge adventure.

"Cheer up, Ruby. You'll have some fun later on. We'll find your sister before you know it." Spidey smiled.

Kid Ruby looks up at him, nodding and smiling, "Okay!"

"Atta girl." Peter ruffles her head like he does the older Ruby. She enjoys it judging from her cute giggle and then waves good-bye to him and Sonic as they walk into the next time portal.

 **BGM End**

* * *

 **Manhattan, New York City (3 years ago at the George Washington Bridge)**

The costumed hero and his hedgehog friend hop down on a seemingly restored George Washington Bridge set in the past. "We're back on the bridge, in color." Sonic noticed, as well as noticing Spidey's looking a little "out of it" the moment they arrived, "Spidey, you okay? You don't look so hot."

"I'm okay. My stomach just turned." Peter replied, having a weird, bad feeling that he's been in this situation before and can't shake that feeling away, especially when he hears a familiar, maniacal cackle.

"SPIDER-MAN! Or should I say, Mister Parker?"

The dimensional duo turns and look up and is surprised to see man dressed in a green goblin costume, holding a bag of pumpkin bombs." Wha-Green Goblin?!" Spidey exclaimed to see his arch-nemesis.

"Wasn't he a lot more "ugly" and "Hulkish" last time I saw him?" Sonic asked as he's more familiar with Goblin's mutated demon-looking form that throws fireballs.

"What are you doing here, Osborn?!" Spider-Man asked the laughing madman.

"I have your woman up here, my friend. I trust you understand what that means?" Goblin asked.

"Woman…" Spidey ponders for a bit before horrifyingly realize who he's talking about, "Wait! You mean…?!"

 **BGM-Spider-Man: Edge of Time OST-Race Against Time**

"That's right! It's quite simple, web-spinner. Your presence in this world has been a source of constant agony to me. I wish you to leave it. Permanently. Or else…Gwen Stacy DIES!" Goblin then manically laughs, showing the heroes an unconscious blond teenager in a green jacket.

"Gwen…" Peter said, completely wide-eyed, shocked and confused to see his first girlfriend, his one true love, alive again. This time not a clone. "That's impossible. But she's…she's dead." The web-slinger instantly puts on a serious face as he and Sonic make their way towards Osborn. "I don't know what's going on, but if I've been given a second chance to save her, I'll use it. This time I'll save Gwen and put a stop to you, Goblin!"

"We'll _see_ about that!" Goblin ominously said as his body is surrounded by a dark purple aura and glowing red eyes. The mad villain hops on his glider and starts flying towards the heroes, taking out two dark-powered pumpkin bombs and throws them at the heroes, who barely dodged them.

"It's that same dark power that took over the Vultures! What's going on?" Sonic asked.

"Who cares?! The only thing that matters is saving Gwen! We have to get her out of there! Got it?!" Spidey asked him, sounding unusually serious and a little angry.

"Okay..." Sonic replied, a bit shocked to see this side of Peter before.

Before the heroes could make any progress, they were pelleted by energy shock grenades that almost blown them off the big cables of the bridge. Another maniacal laughter fills the air as a man dressed in green, wearing a purple demonic-looking mask and purple wings to fly hovers beside the Green Goblin, all while holding another blond hostage, though this one looks to be eight-years-old and wears brown rags.

"Another Goblin? Who's this guy?" Spidey asked.

"Huh? Where did you come from?" Goblin Prime asked this "future-looking" Goblin.

"That's not important," Goblin 2099 answered with a malicious smile, "Thought I drop by and have a little fun. I even brought my own blond hostage as a gift." He shows his predecessor the blond child, someone Peter and Sonic shockingly know.

"YANG?!" The heroes exclaimed.

"Let! Me! Go!" Kid Yang struggled to break free from the future Goblin's clutches.

"Feisty one, isn't she? Okay." Goblin 2099 throws Yang next to the unconscious Gwen.

"Stop playing with other people's lives, you creeps!" Spidey shouted as the heroes leap towards the Goblins.

"But it's so fun hurting the innocents and driving you mad!" Goblin 2099 laughs maniacally as he too powers up with a dark aura. He throws dark energy spheres they could barely avoid, then when they got closer, he surrounds himself with a dark hazardous aura that shocks them whole.

"Ohohoho! Not bad. You're my type of Goblin," Goblin Prime smiled, "Shall we rid of them together?"

"It would be my pleasure." Goblin 2099 smiled, working with his counterpart and fight the heroes head-to-head.

Sonic runs the cables as he avoids the onslaught of dark energy grenades from the laughing Goblin 2099. "You can't run away forever, street rat!" He taunted. The winged goblin throws another grenade at Sonic, only for him to stop for a moment and kick the grenade right back at him, stunning him for a bit.

"Sorry. What did you say, buddy? Too busy kicking your butt." Sonic quipped while delivering him multiple homing attacks.

Meanwhile, Spidey swings away from his Goblin's pumpkin bombs. "Fool! Your end is near! Why don't you see that?" Osborn asked while throwing more pumpkin bombs.

"Because I don't give up!" Spidey vaults over to Osborn's back and sticks himself to his glider. "I know your every move. I'm different from before, Osborn!" The serious wall-crawler begins punching Osborn left and right, "I'm stronger. Faster. I have new powers "you" had a hand in helping me unlock." He unsheathes his stingers, the stingers he gained after bonding with The Other. He stabs Osborn with them, paralyzing him for a furious uppercut to the jaw, sending him flying off his glider.

"You may know his moves, but not mine!" Goblin 2099 uses his suit to turn invisible, distracting Sonic so he could swat him away, then flies towards Spider-Man, giving him a frightening kick, pinning him to a cable line. "You're definitely different from the Spider-Man that I tangle with." He said with a creepy smile.

"Who are you talking about?" Spider-Man asked.

"It doesn't matter, considering you'll be dead." Goblin 2099 menacingly said, ready to beat down on Peter if Sonic didn't come in and save him, kicking future Goblin aside.

"I'll handle him! Go save Gwen and Yang!" Sonic told Peter.

Spidey wastes no time and leaps to the top of the bridge where Gwen and Kid Yang are on. "Are you okay?" Spidey asked the child version of his current girlfriend.

"Yeah, but I don't know about her!" Kid Yang points to the unconscious Gwen.

"She's just in a state of shock! I'll get you two to a safe place and-!"

 **BGM End**

 **BGM-Spider-Man: Edge of Time OST-Saving Mary Jane**

"Not today, you cursed interloper," Green Goblin Prime shouted, having recovered from Spider-Man's fierce attack thanks to his mysterious dark upgrade and quickly flies to him, "You'll never take those girls ANYWHERE! They're doomed, do you hear me?" And in a familiar fashion that horrifies Peter to the core, Goblin knocks both Gwen and Yang off the bridge to their doom, "DOOMED! AND SO ARE YOU!"

"GWEN! YANG! NOOOOOO!" Peter yelled.

"HEEELLLLLLP! AAAAAAAAAGH!" Kid Yang yelled for her life, a yell that frightens Spider-Man to the bone as he relives the exact moment when Gwen Stacy died, now with a young Yang in the mix.

"NO! NOT THIS TIME…" A frightened Spider-Man leaps off, "NOT THIS TIIIIIIIIIMMME!" He starts sky-diving to both girls before they fall to their death. With some impressive web zipping, Peter miraculously was able to grab a hold of Yang but still sees he's far away from Gwen. He sticks to the wall of the bridge, and with no other choice, shoots a speeding webline on Gwen. "Gotta shoot it straighter this time! I've practiced this a thousand times! I can save her! I can save her! I WON'T FAIL AGAIN!" He shouted. He sees his webbing slowly catching up with Gwen, "I'm almost there! I'm almost there!"

While all of this is happening, Sonic is having trouble taking on this dark-empowered Goblin from the future. This Goblin lets out a small chuckle when he sees Gwen falling to her death, but it looks like Peter's webline is close enough to save her. The future Goblin doesn't want this key moment to change, so with a maniacal smile, he was able to dodge Sonic's homing attack and grab him, throwing him at the distracted Spider-Man. Sonic accidentally disrupts Peter's focus just as his webbing grab ahold of Gwen's leg, causing her neck to snap.

 **BGM End**

"Sorry 'bout that! Did you do it?" Sonic asked Peter as three of them meet up on top of the bridge.

"I DID IT! I DID IT!" Peter shouted happily, completely ignorant of the neck snapping.

"Yeah!" Kid Yang fist-pumped.

"Awesome!" Sonic said happily.

"Haha! Spider-powers, I love you," Spidey said as he reels in Gwen's motionless body back up top, "Not only am I the most _dashing_ hero on two legs, I'm easily the most versatile," He says as he brings up Gwen's body towards him, "Who else could save his two girlfriends from certain death?"

"Wait, what?" A confused Kid Yang casually broke the mood, with a sighing Sonic face-palming.

"Wait. Oh no…"

"Huh? Peter?" Sonic and Yang turns to Peter, who's checking Gwen's body and makes a horrifying re-discovery.

"NO! Oh no, no, no, no…" A crying Peter said in deep disbelief as he cuddles onto Gwen's lifeless body.

"Peter…" Sonic stares somberly at his distraught friend, having no idea how to comfort him in this state, with the young Yang looking down in sadness.

"No! How can she be dead again?! I saved her this time…I saved her…Why…" Peter is now totally lost in sadness, failing to save the woman he loved once again as if it's fate she must die exactly like last time.

"AAAHAHAHAHA!" The sounds of two laughing Goblins gain the extremely angered attention of the heroes.

"Sorry, webby! That's one you can NEVER change, no matter how hard you try!" Goblin 2099 taunted the web-slinger.

"Romantic idiot! Maybe she was dead before the fall, or maybe it was YOU who killed her. But that doesn't change the fact she's DEAD, and it's all your fault! AHAHAHAHAHA!" Goblin Prime laughingly taunts the webhead of his failure to save Gwen again.

Sonic growls as he raises an angry fist at the malicious Goblins, "You monsters…"

Meanwhile, Spider-Man is barely able to contain the rage within his soul, shaking in anger, "Osborn…Goblin…Ruthless…Heartless..." Instantly, his eyes turn a glow a menacing red and blue as he slowly channels his double Great Weaver/The Other aura. "I'm going to…make you… suffer…" The double red and blue aura emanating from his body slowly turns into a raging violet, coating his entire costume with purple flames flickering all around.

"Whoa. Is that his Aura?" The young Yang asked with eyes widen.

"Uh oh. This isn't good." Sonic muttered, recognizing the form Peter's taking is his Aura Arachnid Mode.

" _YOU'LL PAY, OSBORN! I'M GONNA MAKE YOU PAAAY! YOU'RE GOING TO DIE!"_ Aura Arachnid Spidey roared furiously at the two Goblins, who are both shocked at his transformation.

"What?! How is he doing that?!" Goblin Prime asked, surprised.

Like a speeding bullet that no one could keep track of, Spider-Man lunges at Goblin 2099, and with a single punch with an aura fist, sends the future murderer straight flying through the bridge for miles, instantly knocking him out when he hits the ground in excoriating pain. The Aura Arachnid swiftly moves towards his number one arch nemesis, cupping his hands together and pounds Osborn's head, slamming him straight down to the abandoned cars below. Spidey lands on the ground, growling like an enraged beast, staring at a bleeding Osborn who slowly stands up from the wreckage, laughing.

"Are you…w-wise enough…to finish…" Osborn smiled.

Without uttering a word, Peter keeps on punching, and punching, and punching Osborn and it doesn't seem like he's letting up anytime soon even when there's blood on his hands from every punch he makes, and would've killed Osborn if someone didn't stop him.

"PETER! STOP!"

Peter turns around to see Sonic and Kid Yang standing behind him. _"He keeps 'hurting' people! Killing people! People DIE because I let this bastard stay alive,"_ Peter said, full of rage in his voice, _"He took the woman I loved! He stole my DNA! Turned himself into that immortal, mutated monster, that almost destroyed reality! No matter how much stronger I get, I still make the same mistakes! It's too much! I can't…I can't…"_

"If you kill him, you'll turn out EXACTLY like him. That isn't you. I know it. We can't save everyone, Pete." Sonic said calmly and mature.

" _How do you know who I am? You haven't 'suffered' the way I have."_ Spidey asked the hedgehog.

"Because I'm your friend." Sonic simply answered.

Spidey lets out a small, surprised gasp as tears slowly come out of his eyes. He falls on his knees and turns off his Aura Arachnid form. It was at that moment a semi-conscious Osborn smiles as he takes out a small device. He presses a button and commands his remote-controlled glider to unsheathe a sharp blade from its mouth and fly at the unsuspecting heroes. Peter's Spider-Sense tingles to this familiar danger heading towards Sonic and Yang, "WATCH OUT!" With his spider speed, he was able to get himself and his friends to duck under the glider, allowing it to fly into Osborn's chest instead, killing him as he drops on the ground motionless.

"Did he just…" Sonic's eyes are widen from Osborn's accidental death.

Peter slowly nods, "Yeah…And just like before, I feel empty."

Another golden Time Key mysteriously pops up before Peter. "Another key. Where are they coming from?" Sonic asked. Peter doesn't even answer. He simply walks into the portal that suddenly appeared, with Sonic and Kid Yang following behind him.

* * *

 **White Space Manhattan**

The three heroes return back to the colorless George Washington Bridge in this white void. "Guys!" Tails and Kid Ruby stand by the parked Spider-Mobile, waving at their friends to get their attention.

"RUBY!" Kid Yang exclaimed, happy to see her little sister is okay.

"YANG!" Kid Ruby exclaimed. The two sisters run up to each other and embrace, happy to be reunited again. "I've missed you so much!" Kid Ruby cried with tears.

"It's okay! It's okay! I will NEVER leave your side again!" Kid Yang assured her.

Sonic and Tails smile to see the sisters reunited, but Peter is still too depressed from reliving Gwen's death to even look at them. Then the whole George Washington Bridge area is restoring itself to its normal color, bringing the people over there back to life, as well as Mary Jane and Amy. They both realize they are free and get all happy with one another.

"Peter!" MJ shouted, happy to see her best friend again.

"MJ, you're okay." Peter spoke as he and MJ hug each other.

"You saved me, Sonic! I was afraid I'd never be able to flirt with you again." Amy said to her self-proclaimed boyfriend. Sonic groans as he turns around to facepalm and shake his head.

The kiddy Xiao Long-Rose sisters walk up to Mary Jane and Amy, both who are equally surprised to see their friends seemingly reverted back to children. "Is that Ruby and Yang?" Amy asked.

"Hello." Kid Ruby smiles.

"Sup." Kid Yang waves with a smile on her face.

"Uh, what happened to them, exactly?" MJ asked Peter.

"We're…not really sure yet." Spidey said, trying not to sound too depressed, but MJ was smart enough to hear the sadness in his voice.

"Peter, are you okay? You sound depressed." MJ asked.

"I-It's nothing." Peter lied, shying away from her.

MJ walks up and touches his left hand. "Peter…what's wrong? You can tell me." MJ calmly asked.

"I-It's Gwen…I…failed to save her again…" Spidey finally spoke, somberly though.

"Gwen…But, how?" MJ asked.

"We're…still not exactly sure what's going on." Sonic said, feeling guilty about Gwen's death too.

"It's like I was given a second chance to save her, yet I still botched it," Spidey said, "All my skills. All the new powers I've gained. It didn't do anything. It's like I'm…fated to always make the same mistake. Always be a failure." He lowers his head, staring at the ground in shame.

"But…you're not a failure." Kid Ruby spoke up to get Peter's minor attention. "You saved me, and Yang. You saved us, the people at the park and this bridge. You're a hero!"

"We don't really know what's going on, but we do know you're the only one who can make things right." Kid Yang said to encouraged Peter not to give up right now.

"Listen to them, Pete. This's no time to be stuck in the past," MJ says to him, "Right now, EVERYONE in New York is in trouble, and it's up to you to save them."

"Look. I'm sorry about Gwen. I wished I could've done something to save her," Sonic said to Peter. He then smiles, "So, how 'bout in her memory, we save the people of New York. Got it? She would want that."

"Hmph." Peter smiles behind his mask. "Yeah. She would. Thanks, you guys. I don't know what I do without you there for me." He said, causing his friends to smile. The amazing webhead then kneels down in front of the kiddy sisters and hugs them, "Thanks kids for believing in me. I promise I won't falter again. I'll do everything to protect you."

"You will?" Kid Ruby asked.

"Course. I'm your big brother after all." Peter said.

"We don't have a brother." Kid Yang remarked.

"I'm not exactly your brother, but I do care for you as family." Peter smiled.

"That's awesome! I have a superhero as a big brother!" Kid Ruby cheered happily, making Peter laugh.

"We should keep moving. I'm detecting another portal not far from here." Tails told the team.

"Right. Amy. MJ. Stay here and protect this area." Sonic instructed the girls.

"You can count on us. Go stop whatever that brought us here." Amy replied.

"We'll have to find it first." Sonic said.

"Hopefully this next area will tell us something." Spidey said.

Tails hops on the driver's seat of the Spider-Mobile, with Ruby and Yang sitting in the back and Sonic and Spidey standing outside ready to go out. "Good luck, you guys!" MJ shouted, waving with Amy as the heroes leave to their next destination.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Sonic: I'm Sonic. Sonic the Hedgehog. I think we're back on Angel Island. And is that the Death Egg in the distance? This place is definitely ringing a few bells.**

 **Spider-Man: And where's this? An underwater base? Didn't Doc Ock used to have an underwater base before?**

 **Next time on D-Avengers: Generations-**

 _ **Shear Strength**_

 **Kid Ruby: Are we in the sky? I've never been in a place like this before.**

* * *

 **KFX Here: To those still wondering what's this "Aura Arachnid Mode" I made up for Spider-Man all the way back in "God Mission", it's simply the "Nine-Tails Chakra Mode" from Naruto colored purple. That's pretty much what it is.**

 **Now for a little triva and fun facts which I'll try to sprinkle in every chapter after this: Early ideas for** _ **Generations**_ **was to include Miles Morales or a grown-up Peter Parker from 10 years in the future as a main character replacing Miguel O'Hara. I scrapped the ideas in favor of Miguel because he's much easier to write for me and loved his dynamic with Peter in** _ **Edge of Time**_ **. And I found his gallery of villains would spice this story up for the better. I currently have no plans to introduce Miles Morales any time soon so don't bother asking me.**


	6. Issue 3: Shear Strength

_Issue 3: Shear Strength_

 **BGM-Dragon Ball FighterZ OST-Conversation**

Sonic the hedgehog runs through the white-colored streets of Midtown. Above him is the Amazing Spider-Man performing some parkour on some colorless flagpoles and rooftops as he catches up with the blue blur. Right with the two D-Avengers is Tails driving the Spider-Buggy, with Kid Ruby and Kid Yang sitting in the back seat. The Spider-Buggy stirs to the right and sticks onto the side of a building, riding along it while the young Xiao Long-Rose sisters marvel of the view they're given.

"Wooow. This city is so much different from where we're from, even though everything here's white." Kid Ruby commented her thoughts on New York.

"And we don't have anything like this from our world," Kid Yang pats the seat of the Spider-Buggy, "We're riding on the side of a building. This is so cool!" The half-sisters stand up from their seats, raising their hands to the sky as they have a good time driving on a tall building.

"H-Hey! Sit back down! That's not safe!" Tails told the girls, worried for their safety.

"But we're wearing seatbelts." Kid Yang remarked.

"Do what the fox says, kid." Sonic told her.

"Oh fine," A begrudging Yang crosses her arms and sits back down with her sister, "Didn't you say I built this thing with some guy named "Johnny"? Who's that guy again?"

"A hotheaded superhero who's nowhere near as handsome as me." Spidey joked.

"Riiiight." The young Yang raised a suspicious eyebrow.

"Why are you kids still with us," Sonic asked the half-sisters, "Where we're going isn't safe. You should head back to the park."

"Not until we find Uncle Qrow." Kid Yang replied.

Kid Ruby gasps, "Uncle Qrow's here too?!"

"He was there when that thing showed up. It's my fault he got hurt." Kid Yang said.

"How come?" Tails asked.

"I was looking for my mom." She answered.

"You mean Raven?" Spidey asked.

"You know my mom?" Kid Yang asked, shocked.

"She helped me out a few times. Though it looked like she keeps dying on the inside whenever we're together. I don't think she likes me that much." The web-slinger quipped.

"Any reason why?" Tails smirked.

"Not a clue." Spidey joked.

"Did you know my mom?" Kid Ruby asked excitedly.

"Summer Rose? I met her once. Though I had to go through some… 'great lengths' to meet her." Peter replied, not wanting to scare the kids that he died during a battle against the Green Goblin to meet Summer.

"Did your parents and our parents know each other?" Kid Ruby asked a childish question fitting for her age.

"I don't think my parents were capable of inter-dimensional travel. Then again, I don't really know anything about my parents. They died when I was a baby." Spidey replied, a bit depressed how he never knew his parents, Richard and Mary Parker.

This news saddens the half-sisters. "Sorry I asked." Kid Ruby said with a long face.

"That's okay. I had my Uncle Ben and Aunt May to raise me. They were my parents." Spidey smiled to cheer up the kids.

"Yo Tails. Know where this next portal's at?" Sonic asked his fox buddy.

"It looks to be at Oscorp." Tails answered.

"Is that a company, like the Schnee Dust Company?" Kid Yang asked the heroes.

"Yup. It used to be owned by Norman Osborn, the Green Goblin we just fought. Now his son's in charge of the joint, trying to turn it to a company for good." Spider-Man answered.

 **BGM End**

The D-Avengers and their kiddy pals park in front of the Oscorp building. Since the main entrance doors are whited out and inactive, Spider-Man has to forcefully rip the sliding doors open with his ultimate strength. The team walks into the lobby, passing all the statued Oscorp employees that kinda makes it like they're walking in a haunted house.

"Where to, Tails?" Peter asked for the time portal's location.

"Should be at the CEO office." Tails replied.

Peter kicks down the door leading to a very long staircase. "Can we take the elevator?" Kid Yang asked.

"We are the elevator." Peter joked. He grabs ahold of Ruby while Tails carries Yang. "Going up." Peter web zips straight to the top floor along a flying Tails and a Sonic speeding on the lengthy staircase. The gang eventually arrives at the CEO office, opening the doors to a portal and statues of Harry Osborn and Knuckles the Echidna.

"Found Harry." Peter said.

"And a knucklehead that's tougher than leather, and doesn't chuckle." Sonic grinned from his little joke.

"That sounds like a song." Kid Yang remarked.

"You kids still want to come with us?" Sonic asked the kiddy half-sisters, worried about their safety.

"Yeah!" The half-sisters replied with smiles on their cute faces.

"We are terrible babysitters." Sonic said, reluctantly allowing them to join on this perilous journey.

"Have I ever told you about the time I had to babysit the Fantastic Four's kids?" Peter asked the hedgehog as they walk into the portal.

"No. How did that go?" Sonic asked.

"I rather not talk about narrowly preventing an invasion from the Negative Zone." Peter nonchalantly replied as they enter the time hole.

* * *

 **Sky Sanctuary Zone**

 **BGM-Sonic Generations OST-Sky Sanctuary (Modern)**

The time portal transported the heroic do-gooders way up high in the sky. "WHOOOOOOA!" They all screamed for their lives until they spotted a grind rail below them. Peter quickly grabs Ruby while Sonic grabs Yang, grinding down the rail together with Tails, jumping through a dash ring that landed them on the floating ruins of a sacred and holy sanctuary way above the clouds. The heroes stand amazed of the place they set foot in.

"This place…" Sonic said, getting another feeling of déjà vu.

"We're standing on floating ancient ruins." Spidey commented, still in amazement of Sky Sanctuary.

"Wooow! Really?!" Kid Ruby asked in amazement. The half-sisters run carefully to an edge and can't believe their adorable eyes when they find out how high they are, "Amazing! I never been in a place like this before!"

"We never really been anywhere beyond Patch and Vale!" Kid Yang stated.

Peter's Spider-Sense tingles and gets him to turn around to face dark-powered Eggrobos about to fire their guns at them. "Watch out, gang! It's more of Eggman's robots!" Pete warned.

"And they're powered up with that dark energy too!" Sonic noticed.

The D-Avengers quickly take action against the evil bots. Spidey web strikes into the air, air comboing an Eggrobo before web tossing it and explode on two more. Sonic does some homing attacking on a small group and destroys them with ease. Tails flies and spin attacks his own Eggrobos and even blasts a couple of them with his arm cannon.

"You guys were awesome!" Kid Yang commented happily.

"Let's keep moving! We need to find that portal!" Sonic ordered, grabbing Yang while Pete grabs Ruby. The whole team starts racing through Sky Sanctuary, fighting more Eggrobos and avoiding bottomless pits.

"I remember this place too! All these clouds and floating ruins! Isn't this a place on Angel Island?" Tails asked Sonic as he recalls visiting this place before in his past.

"Yeah, I remember it too. What the heck is going on?" Sonic wondered as they enter a sky garden room.

"How can you forget a place like this?!" Spidey asked the hedgehog.

"How can "you" forget your own birthday?" Sonic smirked back.

"My life is really hard!" Spidey retorted.

The gang grinds more rails into a large dark inner sanctum filled with badniks that get easily destroyed. Further in the sanctum they come across a mysterious, glowing, crimson marble orb with a small ring-shaped structure around it. "What's this thing?" Peter asked about the weird orb object.

"I think it's a teleporter." Tails said, remembering using this thing before.

Unaware to the mature heroes til the last second, Ruby and Yang slowly touch the orb and activate it, emitting a pillar of light that instantly warps them. "AAAH! THE GIRLS!" Spidey exclaimed and activates the warp point, teleporting himself, Sonic, and Tails to another part of Sky Sanctuary with the sisters nowhere in sight.

"Girls, where did you go?!" Sonic asked, extremely worried.

"What took you guys so long?" A nonchalant, smiling Yang reveals herself and Ruby behind the worried heroes.

The three older heroes facepalm while Peter groans. "Kids are just the _worst_." He said as he carries Yang while Sonic holds Ruby. "Let's keep moving, you troublemakers." He said. Sonic rides down a zip line and boosts through more Eggrobos. Spider-Man swings up to the sky to get an amazing view of the whole Sky Sanctuary, much to the amazement of Yang.

"Wow, Sonic, you're pretty fast. Is it because of your Semblance?" The young Ruby asked the hedgehog while he's running at the speed of sound.

"Hah! Like I need that! This is natural speed!" Sonic grinned.

"That's awesome! Wish I can be as fast as you." Ruby smiled.

"Maybe when you're older." Sonic replied, which is not far from the truth.

Up in the air pass Tails, Spidey has some fun leaping off the Eggrobo heads and zips pass them in a blink of an eye, hopping off a few clouds spectacularly. "You're amazing, Spidey!" The child Yang grinned, closing her eyes to the intense wind blowing on her face from Peter's thrilling web swinging.

"I get that a lot." Peter joked.

"So what do you know about my mom?" Yang asked, still wanting to know everything about Raven.

"How would I describe her…" Peter thinks for a second how to describe Raven without revealing too much about her being part of a tribe of bandits that'll upset Kid Yang, "She's strong, for starters. Whenever the two of us are together, she likes to be rude, arrogant, bossy, probably wants to stab me. But she has a great sense of humor."

"Really?" Kid Yang questioned.

"She likes to hide that little detail." Peter joked.

"Why did she leave my family?" Kid Yang asked, starting to look sad and depressed.

"To protect you. To protect the world," Peter partially lied, earning a gasp from the child blond, "Right now, she's an Avenger, doing everything in her power to ensure you have a future. I was the same boat as her, having to abandon friends and family to save the city. Lie to them. I'm sure she didn't want to leave you at a young age. She loves you, Yang, even when she doesn't show it. You'll meet her one day."

"When?" Yang asked.

"In a train." Peter quipped.

After some fun time in the sky, the heroes climb a cylindrical building that begins to fall apart. "This place is collapsing!" Tails shouted while trying to outrun the collapsing path. They did and bounced of springs and rides a zip line to an open area. There they find the time portal within this zone, as well as a daunting view of the giant Death Egg from afar.

 **BGM End**

"A giant egg?" Kid Yang questioned the doomsday space station.

"That's the Death Egg. I could never forget about that hunk of scrap." Sonic said.

"The Death Egg on Angel Island? It was here before, wasn't it? Back when we first met Knuckles all those years ago." Tails said, slowing start to piece things together.

"And this portal," Peter points to the time portal in front of them, "I'm sensing a pattern. If it's like the ones from before, it should lead back to my world but at an earlier point."

"What does that all mean?" Sonic asked.

The web-slinger puts a hand on his muzzle to think, "Could it be…we're traveling back to the past?" He puts down his hand, "We're gonna investigate this _a little_ further. Tails, watch the girls for us."

"What?! But we want to come!" Kid Ruby whined.

"Sorry, but play time's over. This next part might be a little too dangerous for children. Listen to your big bro, okay?" Spidey instructed.

Ruby groans but understands, "Okay. Just be careful." Sonic and Spidey gives her an assuring thumbs up before they enter the time portal to Earth.

* * *

 **Meanwhile…at Mushroom Hill Zone**

 **BGM-Sonic Generations 3ds OST-Mushroom Hill (Classic)**

"Are you two done playing around yet?" Miguel O'Hara asks as he and Kid Weiss watches Classic Sonic and Tails playing on the bouncy mushrooms of Mushroom Hill Zone.

"Haha! Never visited this zone before!" Classic Sonic smiled, revealing he hasn't visited this zone or Angel Island at this point of his life.

"I did not sign up to be a babysitter," Miguel mutters, touching and shaking his head. He glances over to the young heiress who's looking pretty anxious judging from repeatedly pressing her fingers together. "You need something?" The future Spider asked, getting her jumpy attention.

"No! I mean, I was, hoping, that maybe, um…" Kid Weiss looks pretty nervous and hesitant to complete her sentence.

"You want to play on the mushroom?" Miguel correctly guessed.

"Can I?" Kid Weiss kindly asked the adult.

"Sure. Just try to make it quick." Miguel allowed the white-haired girl to play on the giant mushroom. He stands there watching Weiss initially struggling to climb the mushroom. He kindly helps her up and stands back to see her repeatedly jumping high to the sky, actively having fun as she giggles in joy, making the webhead smile.

"You havin' fun?" Miguel asked her.

"Yeah! Yeah! This is really fun! I never did anything like this at home!" Kid Weiss replied while still hopping from the mushroom.

"Well I doubt you ever time traveled to a different dimension before." Spidey 2099 quipped.

"That's because I'm usually at home. I don't really go out a lot unless it's on business." Kid Weiss said.

"What? Are you like, uh, child employee?" Miguel asked, a bit confused.

Kid Weiss stopped jumping on the mushrooms and landed safely on her feet. "I'm the heiress of my dad's company. It's kinda important. But because of it, I don't make a lot of friends, or play around with normal kids. I usually hang out with my big sister or my mother." She said with a sad face, until Classic Sonic showed up next to her out of nowhere, frightening her a bit.

"But now you're hanging out with us. You're gonna have loads of fun." Classic Sonic smiled.

"Mm-Hmm." Classic Tails agreed, nodding his head.

"We're not here to have fun. We're trying to save the world." Miguel strictly said.

"We can still do both. I do it all the time." Classic Sonic said with a smug smile.

"Ugh…" Miguel groaned, having a hard time dealing with Sonic's nonchalant attitude, something that the original Spider-Man also shares.

 **BGM End**

"HEEEEELP! SOMEBODY!" A voice of a child, which sounds an eight-year-old girl, screams for help.

 **BGM-Spider-Man: Edge of Time OST-Spidey on the Way**

"Is someone in trouble?" Classic Tails asked. Everyone turns to the source of the voice, revealing to be a young girl with amber eyes and short, black hair. She wears a simple gray shirt and black pants, as well as a black handkerchief around her neck and a small, white cloth wrapped around her left arm. What's most intriguing about her is that she has black cat ears. This little cat-eared girl is seen running for her life from vicious Alchemax robots powered up by a dark aura.

"It's more Alchemax robots, and they're chasing that girl!" Miguel said. He and the Mobians spring into action and kick the robots chasing the black-haired girl.

"Is it just me, or are these guys seem stronger?" Classic Tails asked, narrowly avoiding a dark laser shot.

"They seemed to be enhanced by a twisted form of quantum energy, probably from that creature that sent us here," Miguel explains while kicking a robot in the chest, "They're literary getting stronger with time!" He said, sliding under a robot and kicks it to another, webbing them up and slamming them into pieces.

"Too bad they don't have enough time!" Classic Sonic quips, spin attacking a robot sentry. He dashes to another robot and kicks it to Miguel's direction, "Heads up!" Miguel unsheathes his talons and uppercuts the robot to the air and webs it up nice and tight, giving Tails the chance to crash it down to the other walking scrap heaps with his tails, destroying them all.

 **BGM End**

"That's the last of them." Miguel confirmed.

"Um, thank you," The cat-eared girl thanked the heroes for saving her, "Who are you people?"

"My name is Spider-Man," Miguel introduced himself then proceeds to introduce the others, "This here's Sonic. Tails. And Weiss."

"Weiss? That name…" The black-haired child confronts her age mate, "You're the heiress to the Schnee Dust Company."

"Right. And YOU seem to be one of the dirty Faunus that's ruining my life!" Kid Weiss said, recognizing the cat girl as a faunus and forcefully push her away.

"Whoa, whoa, whoa! Where's this coming from," Classic Sonic asked as he steps between Weiss and the cat girl, "It's not nice bullying kids we just saved, Ice Princess!"

"Don't call me that!"

"How 'bout Ice Queen then?

"Shut up! It's because of these freaks is why my life sucks! She's probably a part of the White Fang!" Kid Weiss said, saddening the cat girl.

"What's a White Fang?" Classic Sonic asked, genuinely confused.

"Don't look at me. I'm not from their world." Miguel remarked.

"Listen. I don't know what's your deal with "Faunus" and "Fangs", but if we're going to survive this, we all need to stick together. So be a good little Ice Princess and chill out." Classic Sonic grinned, annoying Kid Weiss as she crosses her arms and grunts her head away from him and the cat girl.

Classic Tails and Miguel decided to check on the cat girl. "Are you okay? Sorry if Weiss was mean to you." Classic Tails said to the cat girl.

"It's okay. I'm fine." The cat girl responded, though she doesn't look okay.

"What's your name?" Tails asked with a smile.

"Blake. Blake Belladonna." Kid Blake introduced herself.

"Do you remember how you got here?" Miguel asked the cat faunus.

"I was in a rally for the…" Blake stops as she hesitant to continue.

"The White Fang?" Miguel guessed correctly.

"Y-Yeah…" Kid Blake sadly answered, revealing her membership to the White Fang while ignoring Kid Weiss's evil eye. "Then I was caught in this white light and got sent here. I was alone for a while until I saw those robots coming after me."

"Well you're safe now with us." Miguel told her.

"Probably not with Ice Princess." Classic Sonic joked.

"Stop calling me that!" Kid Weiss retorted.

"Thank you." Kid Blake said to the future web-slinger, accepting his guidance and protection.

"Your welcome. Hope you'll be the last kid I'll have to babysit. Kinda makes me wonder who else got transported to this weird world." Miguel said as he stares at the sky, wondering who else could've been transported to this time-distorted world.

* * *

 **Back with Modern Sonic and Spider-Man Prime…Somewhere in Florida 3 years ago…**

"Urk…This place is the pits." Sonic complained that he and Spidey are walking the underworld pits that is the sewers. Rats scurry to their little holes when the heroes approach them. Water droplets fall down in this quiet labyrinth.

"We're really exploring the bottom of the barrel. How did we go from a sky palace to the sewers," Sonic continues complaining, "This is your world, I think. Where are we now?" He asked the amazing wall-crawler.

"Doesn't look like we're in a New York sewer." Spidey replied, crawling on the disgusting walls.

"How would you know that?" Sonic asked.

"I find myself in the sewers a lot."

"Gross."

The duo stops walking when they approached a sewer hole that leads up to the surface. "Let's find out where are we." Spidey suggested. The acrobatic heroes jump through the sewer hole into a swamp-like area somewhere in Florida.

"A swamp? That's not any better." Sonic complained again.

"Wait…I remember this place," Spidey said as he slowly recalls this familiar swamp area, "I think we're in Florida." The costumed hero jumps on a branch of a tree and looks out to see a house far in the distance, "That house. That's Curt Connors's house, before he moved to New York. But, does that mean…" Suddenly his Spider-Sense goes nuts as he senses a mysterious creature quietly approaching Sonic from the river, "Sonic! Get out of there!"

 **BGM-Spider-Man 3 Game OST-Lizard Tension (Part 1)**

"Huh?!" Sonic quickly does what he's told and leaped away before he was snatched by a mutated lizard man in a white lab coat. "I think I found Vector's cousin." The hedgehog joked.

" _ **Ssstay away from my domain."**_ The reptile man told the heroes.

Spidey drops down next to Sonic. "The Lizard. This is when I first fought the Lizard!" He remembered. The slithering mutated doctor lunges at the heroes but they quickly dodge his sharps claws for Sonic to kick him in the back which did nothing but irritate the Lizard. "Dr. Connors! Dr. Connors, Curtis, it's me, it's-." Peter's words are cut off when he jumps over the Lizard's tails swipe and it hits a tree instead. "Never mind. Just forgot we haven't been formally introduced yet. That happens in about half an hour," He quipped as he dodges another claw swipe, "So that, really means, we're traveling back to the past? But how…"

Sonic spin attacks Lizard while he's distracted with Peter. "No time to question. Let's take care of this guy." He said.

"Let's not hurt him too badly. He's still my friend, well, future friend." Peter remarked.

"Well your future friend's trying to kill us now!" Sonic retorted, leaping from Lizard's tail and counters with a roundhouse kick that sends him flying to a tree.

" _ **I have warned the world! But you two dared to invade mmmmy domain! And so…you are dooooomed,"**_ Lizard's eyes start to glow red as he gets enveloped in that same purple aura that empowered the other past villains, _**"Commme, my lizard army,"**_ From the dark bushes, a dozen dark-empowered mutated lizards walk out to meet their master and confront the heroes.

"He didn't have an army at this point." Spidey said, noticing something's off about this time period. The costumed hero elbows a lizard man to the ground, then rips a part of concrete with his webbing, smacking his foes repeatedly before forming a giant web hammer and slams them away.

"Ow! Never knew lizards can be so strong." Sonic said after getting attacked by a lizard goon.

"Wished I had time to make an antidote." Peter said, remembering that's how he defeated the Lizard the first time. Speaking of the Lizard, the mutated reptile was able to grab Peter's head and pin him to the floor where he tries to bite his head off with his sharp teeth. "Connors…You really need to brush your teeth." He joked and managed to kick Connors off his body. "Voice Command: Ice Web Barrage!" He said to his Web Shooters, shooting a barrage of icy web bullets that weakens the Lizard, causing him to roar in pain. "Yeaaah. Don't like the cold, do you? Makes me wish Weiss was here for once." He says as he web strikes his fist on Connors's head, smacking him next to a sewer hole. The Lizard roars and escapes into the sewers. "Dr. Connors, WAIT!" Peter shouted and gives chase into the sewer.

"We're going back there again?" Sonic complained, kicking down the last lizard man before following Spidey.

The heroes make chase through this maze-like sewer system to find the Lizard. In this environment, the Lizard is able to outrun the heroes, making it hard for them catch up. "How is it so hard to keep up with this guy?" Sonic asked, a bit annoyed the Lizard is ahead of them.

"We're in his domain. His natural instincts tell him the best places to traverse in this area." Spidey explains while web zipping through the sewers. The Lizard bust through a door into another room.

 **BGM End**

Moments later, Sonic and Spidey enter that room too and are surprised when they find out where they ended up: an underwater base located in New York. "We're back in New York?" Peter asked, stunned.

"What?! How do you know that?!" Sonic asked, wanting to know how they went from Florida to New York in under a few minutes.

"This is Doc Ock's old underwater base, when he went under the name, "Master Planner". Aunt May was sick and he stole the only serum that could save her life, or else she would die." Peter remembered.

"Is that it right there?" Sonic points to the canister containing the ISO-36, the serum that was crucial in Aunt May's survival.

 **BGM-Spider-Man: Shattered Dimensions OST-VS. Scorpion - Aberration**

"It is!" Peter shoots a webline to grab it, but Lizard showed up out of nowhere and stomped it down. "Connors! I KNOW you're in there! Snap out of it!"

" _ **Connorssss is dead! There'ssss only the Lizard!"**_ Connors hissed, just as a new baddie drops down next to him. A Scorpion-like mutated man with a giant claw for his right hand, a real tail, green skin and eyes, venomous fang, pincers on the face, and talons on the left hand.

"Scorpion?! No. You're not Mac Gargan!" Spider-Man said to this new Scorpion.

" _ **Not Gargan. Kron Stone. And you're not the Spider-Man that keeps hurting me."**_ Scorpion 2099 introduced himself.

"I'm starting to notice a trend. New mysterious bad guy mistakes me for another Spider-Man, only to get beat up by this Spider-Man. Care to test out that theory?" Spidey quipped.

" _ **RRRAAAAAAH!"**_ Both Scorpion and Lizard roars in response, powering up their dark auras.

"So Sonic, which mutated freak do you want to fight?" Spidey asked as they fight off the mutated villains.

"I'll take on the guy with the tail." Sonic quipped.

"Which one?"

"The one colored green."

"Oh very funny. Fight the Lizard."

"That's what I was hoping." Sonic grins, spin dashing straight at the Lizard, knocking him to the wall.

" _ **You will not stop my birthright! The lizards will take over!"**_ Lizard said to the hedgehog.

"Until winter happens, then your toast, or, chilled." Sonic quipped. He spin dodges the reptile's furious lunge and sees it bounce off the wall, lunging right back at him and pins his arms down to the floor. The Lizard tries to bite Sonic's head off but the hedgehog keeps moving it left and right. He was able to block his jaws with his feet and kicked him off, jumping into the air and stomps on him with a spin attack. The mutated doctor growls and swats Sonic with his tail, but the hedgehog recovered and bounced off the wall to continue the fight.

" _ **Die, Spider-Man, die!"**_ Scorpion 2099 attacks Spider-Man with his lengthy tail, but the amazing hero was able to jump over it.

"That line seems to run in the family." Spidey quips and kicks the mutated scorpion in the head. The webhead side-steps from a pincer strike only to get grabbed by the tail. He gets smacked around all over the underwater base, from the floors to getting slammed to the walls multiple times. "I'm getting sick of this." Peter said. He spotted a container and web throws it at Scorpion, freeing himself. He springs his feet right on the mutant and proceeds to punch him repeatedly, jumping over his tail and grabs it, slamming him down on the floor once again.

"Urk. You need to wash that tail." Spidey quips, causing the monster scorpion to roar his fangs off, releasing a shockwave of dark energy. Scorpion 2099 fires dark acid from his tail, trying to melt Peter's skin off. Peter swings away only for the acid to the support beams of the base, "Quit it! Are you insane?! If you keep doing that, this whole base will collapse on us!"

Meanwhile with Sonic, the blue blur kicked the Lizard and the jaw and then was blown away from the force of his roar. Lizard surrounds himself in that dark aura, using his enhanced strength to pound the floor and release massive shockwaves that causes Sonic to almost trip and crack the ceiling. "Gotta wrap this up quick." Sonic said as he can tell this base won't last forever. He charges up his Light Speed Attack and blitz Lizard multiple times with his insane speed until he fell to the ground defeated, slowly reverting back to a human Curt Connors.

 **BGM End**

"Did it! Huh-?" Sonic turns only to get hit by Spider-Man after the latter got thrown from the future Scorpion. The two crash through the main support beam of the base, causing the whole chamber to slowly start crashing down on them. Metal rubble falls down on Scorpion, defeating him as he falls down in pain. As for Sonic and Spider-Man, the largest iron contraption falls right on top of them, but lucky for them it didn't crush them, but it looks like they might get drowned as the base starts to leak.

"Ugh…Isn't this familiar?" An exhausted Spider-Man remarked, now reliving the moment he was crushed by this metal contraption in a leaking base. He stares at the ISO-36 that's sitting a few feet away. He sees Connors halfway drowned from the leaking water. He turns to Sonic, who looks to be knocked out cold. "That's just great…Connors's almost drowning, my best friend's out cold, and the serum for my Aunt May is right over there. I was barely able to move this before, but in this condition…" Peter pants, weak and almost out of breath. He blacks out for a moment, remembering his Aunt May, Uncle Ben, Mary Jane, Harry, all the friends he made in Mobius and Remnant. He quickly opens his eyes saying, "NO! No. I can't. This isn't a dream, or a memory. I'm _here_ , in the moment. If I fail, my Aunt May, my friends, they'll die. I can't allow it! I WON'T allow it! I won't," Peter starts to lift his body, using all his amazing strength to try and lift this heavy object off his back, "Come on, Peter…come on…you can do this…you did it before…move, damn you…move…" With every pant, he slowly lifts the object, inch by inch, "…this is when it counts…when there's no chance…you can't give up…that's all…Can't give…UP!" The Miraculous superhero fully lifts the heavy object off his and Sonic's back.

The loud thump from the machine instantly wakes up Sonic. "Huh? What happened?" He asked as he stands up and sees Peter carrying Connors and the ISO-36.

"Nap time's over. Pick up Scorpion. We're outta here." An exhausted Spider-Man instructed Sonic. The hedgehog picks up the mutant Scorpion and follows Spider-Man to an escape route before the whole base's floods. The heroes collapse on a New York sidewalk outside the warehouse that led to the secret underwater base.

"We're alive…Thank god…" Peter said, panting.

"Never drag me to an underwater party again. Deal?" Sonic joked.

"Deal," Peter replied. He looks at Doc Connors and the Scorpion, "Let's leave them. The police will take Connors home and take Scorpion to prison." He lifts the ISO-36 serum to his hands and sees it transforming into another Time Key. "Another one of these things. They have to mean something." Peter said.

A time portal opens behind them. "Let's figure that out once we get back. I'm exhausted." Sonic suggested and the two walk into the portal back to the White Space world.

* * *

 **White Space Manhattan**

Back at Oscorp's CEO office, Tails, Kid Ruby, and Kid Yang witness Spider-Man and Sonic tirelessly walk out of the time portal. "You guys are okay!" Kid Ruby said happily as the Oscorp building and the surrounding area is being restored to normal.

"Are you guys alright? You seem exhausted." Tails asked his tired pals.

"Nothing a little sleep can't fix…" Spidey chuckles.

The statues of Harry and Knuckles are seen being resorted to normal. Harry lets out a big sigh of relief he's been saved while Knuckles gets all excited being returned to normal. "Huh? Pete, what happened? Did I die again?" Harry asked his best friend.

"Something like that." Peter nonchalantly answered.

"Well, thanks for the help. Glad to have Oscorp back, safe and sound." Harry smiled.

"Eh. I didn't think we needed any help." Knuckles arrogantly believed.

"Uh-huh. Riiiiight." Sonic gives his echidna friend a thumbs up.

"So, uhhh, what happened to Ruby and Yang?" Harry asked while looking at the kiddy half-sisters, confused.

"We'll tell you…right after we take a nap…" Spidey says as he and Sonic fall to the ground, exhausted and tired, with everyone else staring at them while they snore.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man: It's your friendly neighborhood Spider-Man! So we have these keys. What do you think they're for?**

 **Sonic: Probably to unlock this strange looking gate. Where do you think it leads?**

 **Spider-Man: This is a funny looking mirror. I'm in a completely different costume.**

 **Sonic: And I look a little fatter. That's weird. What's up with that?**

 **Next time on D-Avengers: Generations-**

 _ **Team-Up of the Century**_

 **Spider-Man 2099: Wait. Is that…Peter Parker?**

 **Classic Sonic: And is that an older me?**

* * *

 **KFX Here: To answer your question, "Great Saiyaman 54", as far as I know, the Goblin/Gwen affair is canon in the comics. I wish it wasn't. I think everyone else can agree with me that "Sins Past" is right up there with "One More Day" as the worst Spider-Man comics in history, but Marvel is stupid.**


	7. Issue 4: Team-Up of the Century

_Issue 4: Team-Up of the Century_

 **Stardust Speedway Zone (Bad Future)**

It's a dark night sky in this corrupted, polluted dystopian city Team 2099 find themselves in. The roads they walk on are corroded and discolored, giving it a grim tone that frightens Classic Tails, Kid Weiss, and Kid Blake.

"Where are we? This place creeps me out." Kid Weiss said, slightly frightened.

"Looks like we're on Little Planet. Didn't think I come back here so soon." Classic Sonic answered as he walks fearlessly in the front.

"What's Little Planet?" Kid Blake asked curiously.

Classic Sonic turns his head while he talks to answer, "It's a small world that appears on my planet one month every year. When I checked it out recently, my arch enemy, Dr. Eggman, conquered it using all the crazy time gimmicks that place's riddled with," He turns his head forward, "But I'm sure I put this place back in a "good future". Why is it still like this?"

"Probably a time distortion caused by that creature." Miguel answered.

 **BGM-Sonic Generations OST-"Rival Battle: Metal Sonic"**

During their walk, Kid Blake's cat ears perk up when it hears a faint sound approaching. "Do you guys hear that?" She asked the group.

Miguel turns around and uses his Accelerated Vision to enhanced his vision to see great distances from far away. He spots what appears to be a small robot that looks identical to Sonic flying towards them at great speeds, "It looks like a robot Sonic, and it's heading right towards us."

Classic Sonic's eyes widen, instantly figuring out who he's talking about. "Metal Sonic! We gotta move!" He instructed and starts running. Tails grabs Blake and flies while Miguel carries Weiss and swings, catching up with Sonic. Unfortunately, Metal Sonic quickly caught up to the group and charges up a ring-shaped electrical field called the "Ring Spark Field" that destroys the road, causing everyone to scream. Sonic and Miguel uses the falling debris to get back up, along with Tails just flying himself to safety. Sonic smirks while bouncing on top of Metal Sonic when it tried to drill attack him. Metal beeps and shakes his head and proceeds to attack Sonic again but he jumped over him.

"I'll handle Metal! You guys stay put!" Classic Sonic instructed his friends and speeds off to fight Metal.

"I don't like sitting on the sidelines." Miguel complained, wanting a piece of the action.

"No offense, but you'll probably get in the way. It's hard to keep up with Sonic when he's like this." Classic Tails told the future spider.

"Seeing him fighting his robot double _almost_ makes me wish I'm fighiting "my" robot duplicate." Miguel said.

" **Aww! So you** _ **do**_ **love me?"** A crazed-sounding robot voice enters Miguel's ears. When he heard that familiar voice, the spider of tomorrow quickly leaped from a claw swipe to the torso. He looks to find himself confronting a Spider-Man look-a-like with a red and blue costume, mostly colored red with a giant black spider logo on the chest and red eyes. **"It's my best friend! I've missed you so much!"** The Spider-Android said to Miguel, who looks shocked to see him again.

"Flipside?! I thought you were destroyed! What are you doing here?!" Miguel asked the crazed android.

" **I just want to have some fun with you. Though you might not like what I have in stored."** Flipside summons his talons from his fingertips.

"Kids, stay back!" Miguel ordered the children as he dodges a talon slam.

"You have your own robot clone?!" Classic Tails asked.

"Its name is Flipside, a crazy android created that mimics the first superhuman it sees, which happened to be me," Miguel explains while avoiding Flipside's punches, "But because it was created during the Heroic Age, it didn't have any records of me, so it used the original Spider-Man and the Venom of that era instead!"

" **I'm so happy you know so much about me! But did you know I can do this now?"** Flipside powers up a dark aura, morphing his hand into a red tendril and slams it down on Miguel. The future spider quickly creates an Accelerated Decoy to avoid getting cut into two.

"Aw shock. He's powered up by that same negative quantum energy. Just what that psycho needed." Miguel said. The psychotic android laughs maniacally as it throws its tendrils in a crazy fashion at the spider hero. Miguel was able to bounce off each tendril and web strike the lunatic, jumping over behind him. "Too bad for you, I'm faster than the original Spider-Man! You can't keep up!" He proclaimed while whaling on Flipside with lightning-fast, claw swipes. He goes for a punch but it surprisingly missed.

" **Don't need to. I have the original Spider's "Spider-Sense". Haha! Wish you had this!?"** Flipside taunted, kneeing Miguel in the chest and web throws him through multiple lampposts. He leaps over and pounds his powerful fist on Miguel but he springs away and instead punches the road, causing it to collapse in the process.

' _Gonna have to think a little harder with this guy. Might have an idea.'_ Miguel thought. He projects forward to Decoys to attack Flipside. The crazy android instantly claws them away as Miguel swoops in with a massive punch that rocks the android, causing him to skip on the road a few times.

Flipside growls and roars at Miguel, showcasing his venomous fangs and long teeth as a result of being a combination of Spider-Man and Venom, **"That hurt! I thought you were my friend!"**

"Try to catch me and we'll talk!" Miguel swings away, goading Flipside to chase him.

Meanwhile far, far away, Classic Sonic is dealing with his own mechanical clone, who's also powered up with dark quantum energy. "We're not gonna race this time? I don't mind. Swiping the floor with you will be sweeter." Sonic smirked. Metal Sonic lunges forward at Sonic, forcing the hedgehog to jump out of the way. That stunt leaves Metal in a weakened state, "Tired already? How disappointing," as Sonic spin attacks him. Metal regains his senses and charges up his Ring Spark Field, unleashing two columns of electricity Sonic has to slow down to avoid getting hurt. After using it, Metal is left vulnerable again for Sonic to counterattack. "That can't be it, can it?" Sonic continues taunting his duplicate.

Irritated, Metal snaps the street lights and throws them at Sonic. Before the hedgehog could even dodge, a webline is seen grabbing the lights. "Mind if I borrow these?" Spidey 2099 swings in between the hedgehog showdown.

"Sure, but why?" Classic Sonic asked.

" **Spideeeeey, come back! I want to play a little longer!"** Flipside shouts as he catches up with the heroes and Metal.

"Who?" Classic Sonic raises an eyebrow on Flipside.

"You're not the only one who has a robot duplicate." Miguel says as he throws the streets lights at Flipside, causing him to repeatedly shout **"Ow"** each time he gets hit by one. "Shall we finish these guys together?" He proposed to Sonic.

"Okay! Let's finish this." Classic Sonic grinned.

" **You know what, I'm starting to think you don't like me! That's fine! I won't lose sleep once you're dead!"** Flipside jumps into the air and fires a barrage of dark web bullets down on the heroes. If that wasn't enough, Metal Sonic powers up his "V. Maximum Overdrive Attack" to its maximum and lunges forward at the heroes. The spider-hedgehog duo was able to outrun their enemies' attack, which leaves Metal exhausted and vulnerable again.

"How 'bout you make friends with this guy!?" Miguel shouts as he web throws Metal right smacking on Flipside, sending them both flying into Sonic's direction. The young hedgehog follows up with a charged up spin dash and hurls both robotic menaces into the air. Both heroes jump up and kick their doppelgangers away simultaneously, causing them to explode in the process.

 **BGM End**

"Nice one!" Classic Sonic smiles and gives the future webhead a bro fist.

"You weren't bad yourself, pipsqueak." Miguel smiles behind his mask.

"Sonic! Spider-Man!" Classic Tails shouted and runs up to the victorious heroes with Kid Weiss and Blake. "You guys were awesome!" Tails smiled.

"Wow. I never saw _Huntsmen_ fight like you two." Kid Weiss said, amazed by the heroes' battle prowess.

"You guys would certainly give the Grimm a run for their money." Kid Blake said, equally amazed.

"We're happy to please." Classic Sonic smirks. Suddenly, a bright light appears above the heroes. A shiny purple gemstone floats in the air, slowly descending into Sonic's hand.

"What's that?" Miguel asked about the emerald.

"That's a Chaos Emerald! I didn't know they were here!" Classic Tails exclaimed while pointing at the gemstone.

"What's a Chaos Emerald?" Kid Weiss asked, confused just as much as Blake.

"Lemme put it this way. What's your most powerful energy source?" Classic Sonic asked the girls.

"We have what we call "Dust"." Weiss answered.

"Okay, whatever those are, multiply it by a billion and you've got the idea." Sonic said, frightening the kids of the dangerous power of a chaos emerald.

"This emerald is as powerful as a billion Dusts?!" Blake exclaimed, surprised.

"Yeah, and that's only one. There's seven of these bad boys in total. Have all seven, and you basically become the most powerful person in the world." Sonic told them.

"How do you know that?!" Weiss asked.

"I used them once to destroy a giant space station. Turned gold and everything. Pretty cool." Sonic said so nonchalantly while wiping his nose.

"Sounds pretty useful. Let's get out of here and see if we can find more of these things." Miguel commanded as the team make their way to find an exit out of Stardust Speedway.

* * *

 **White Space Manhattan**

"Mmmmmm…" Kid Ruby glares her confused eyes on the three Time Keys she was given to hold, riding the back of the Spider-Mobile with her sister and Tails on the driver's seat. After some rest, Spider-Man Prime and Modern Sonic's team continued exploring the White Space City to rescue more trapped civilians, but so far they've found nothing. Besides the areas they've already restored, the rest of the New York is completely empty, and there haven't been any new time portals lately.

"We've been exploring for an hour but still nothing," Spidey said after having not found any new portals yet, "Maybe those keys…What do you think they do?"

"To unlock stuff?" Sonic quipped.

"I know that, Mr. Smartass, but unlock what?" Spidey remarked.

"Language!" Kid Yang criticized Peter after blocking her little sister's ears.

"Sorry!"

"I can probably locate the source with a matching signature. Ruby, can you pass me a key?" Tails politely asked. The young silver-eyed child gives the fox a Time Key. He uses the tech of the Spider-Mobile to analyze the key for a matching signature they could follow, "Found it. It's at Empire State University."

"Let's go!" Spidey commanded as the team heads for ESU. The D-Avengers soon arrive at the Greenwich District and park outside the colorless Empire State University. "Empire State University. After high school, I'm definitely coming here for my degree." Peter said while they walk.

"What do you plan on studying?" Tails asked him.

"Biophysics."

"Ooo. That's a nice one."

"I have no idea what you two are talking about." The non-science geek Sonic commented.

"When I grow up, I want to attend Beacon and become a Huntress!" Kid Ruby happily said, unaware that's pretty much what she's doing in the future.

"You'll have to attend Signal first." Kid Yang reminded her sister.

"Oh yeah."

"Are we "sure" they weren't de-aged and lost their memory?" Sonic asked, referring to Ruby and Yang.

"No. It's most definitely their past selves. Back when they were kids." Spidey replied, almost convinced the Ruby and Yang with them are younger versions of them from the past.

"So, where are their older selves?" Tails asked.

"Probably statues like the others. I'm sure we'll find out soon enough." Peter answered. They stop when they found what they were looking for: a large floating gate in front of the ESU entrance that's made of gears, cogs, and locks.

"Here it is! This must be what the keys are for!" Tails explained.

The three Time Keys start to glow from Ruby's hands and begins to rise to the air on their own. The keys enlarge themselves to fit the keyholes on the gate and unlock them, opening up a strange purple portal that leads to the unknown.

"It opened." Ruby noticed.

"Whoa! I'm sensing something _really_ dangerous in there." Spider-Man sensed.

"You guys stay back. We'll check it out." Sonic said and runs into the portal with Spider-Man. As the others stand back and watched their friends enter parts unknown, they hear another, younger voice approaching them.

"Hey, look! I found another portal!"

Tails, Ruby, and Yang turn around and sees Classic Sonic running towards them. The young hedgehog doesn't seem to notice the three heroes as he rushes into the portal with a cocky chuckle.

"Sonic! Aw shock! Hold on just a second!" Spider-Man 2099 swings above Tails's group and zips into the portal after Classic Sonic.

"Sonic…Spider-Man…" Tails says slowly, shocked just as much as Ruby and Yang to see another Sonic and Spider-Man pass by them.

"Huh?!"

Tails turns around and becomes shocked to meet his shocked, classic self, accompanied with Kid Weiss and Kid Blake. "Are you…?!" Both Tails stare at each other. Both the young Weiss and Blake simply stare at kiddy Ruby and Yang as they happily wave at them, glad to be meeting other kids that looks to be from their world too.

* * *

 **Boss Gate, Inside Mirror Room**

 **BGM-Sonic Generations OST-Cutscene 4**

Both Sonics walk with their respective Spider partners on the other side of a large black and white hallway with white chandeliers and a wall with transparent glass cutting through the middle of said hallway. And at each end of each hallway is a stone door.

Both groups stop for a second when they noticed their counterparts through the mirror, unaware that the other is actual real. Both Sonics check themselves out and straight their quills. Both Spideys wipe the dust off their left arm and check if any part of their costume is damaged. The Sonics open their mouth to check their teeth, getting a weird look from their Spideys. The hedgehogs rub their bellies and pats them a few times, but something about Classic Sonic's fat belly set something off about both Sonics and Spideys. The four heroes give their counterparts a weird look and tap the glass to see what's up. Then, they all heard a familiar voice.

' _Take a good look at yourselves!'_

"Dr. Eggman!?" Modern Sonic exclaimed.

"Eggman?!" Spider-Man Prime questioned.

"What?" Spider-Man 2099 and Classic Sonic notice how their reflections are moving differently from them, then they all look at the stone door ahead.

' _It's the last look you'll get before we close your eyes forever! Hoo hoo hoo!'_ Eggman laughed.

"So you're the one behind all this!" Miguel believed and follows Classic Sonic into the door, leaving a very stunned Spider-Man Prime and Modern Sonic behind to notice them.

"Wait! Was that…?!" Peter exclaims as he recognizes the other Spider-Man.

"Another Sonic and Spider-Man?! Wait a second!" Modern Sonic says before the two present heroes makes an immediate dash to follow their counterparts, but the doors closes before they could enter, blocking them out. Both heroes flip backwards, landing on the ground by their back flips and shakes their heads with their eyes shut. They jump to their feet, with Sonic putting one hand on his hip, stunned, while Peter crosses his arms, wondering what is going on now.

 **BGM End**

* * *

 **Death Egg**

Above a past version of Mobius, Spider-Man 2099 and Classic Sonic find themselves running around in an orbital space station. "Where are we?" Miguel asked, swinging through the cold space station.

"We're in the Death Egg. Looks like Eggman rebuilt it." Classis Sonic replied. The time-displaced heroes speeds off, only to get blinded and grabbed by six, highly tech-out pink tentacles that dropped out of nowhere.

"Where did these come from?!" Miguel asked as he struggles to break free from the tentacles.

"So, we finally meet." A woman wearing golden-colored, futuristic "Octo" armor that covers her eyes with goggles and support her tentacles drop down to greet the intruders.

"You're not Eggman. Who are you?" Classic Sonic asked.

"That tech. I recognize that. You work for Alchemax." Miguel deduced.

The woman chuckles, "Correct. I'm Serena Patel, head of Alchemax's Shadow Division. But I also liked to be called…Doctor Octopus!" The Doc Ock of 2099 introduced herself.

"Never heard of this Shadow Division." Miguel quipped.

"Yes. That's why it's called "Shadow Division"." Patel replied to his unfunny joke.

"Ah, Touché. So how did you end up in this era, Patel?" Miguel asked the beautiful but dangerous scientist.

 **BGM-Sonic Generations OST-Boss: Death Egg Robot (OST Version)**

"Like you two, I too was caught in that giant rift in space-time and was sent here, where I allied with someone that shares my genius and ambitions," As soon as Patel finished and thrown the heroes to the ground, a giant red-colored mech that resembles a certain egg-buffoon appears from the elevator behind her.

Classic Sonic instantly recognizes the mech and the man piloting it, "Eggman!"

" **Hoohohoho! I see you've become acquainted with Dr. Patel. Now I will finally finish you along with your new spider friend!"** Eggman declared, prepping his Death Egg Robot into gear while Ock 2099 stands beside her partner. Miguel and C. Sonic does the same and dash off to fight their respective rivals.

Miguel swings in to confront Patel. The lovely scientist uses her deadly arms to attack the future spider, forcing him on the defensives and dodge her nasty strikes. "These tentacles are pretty fast." Miguel commented.

"Mmm. You like? I modelled them after the original Doctor Otto Octavius of the Heroic Age. I'm a big fan of his work. Too bad the world _refused_ to appreciate all his great achievements!" Ock 2099 said.

"Because he was a psycho?" Miguel quipped, still on the defensives of her mechanical arms.

"Soon, I'll realize all his dreams, starting by killing the successor of his greatest enemy!" Patel declared.

"Might have a tough time doing that," Miguel starts webbing up her six arms to make them slow and useless temporarily, which is just enough time for him to web strike up and wallop the girl Ock. "I make it a rule not to hurt such _lovely_ woman, unless they're psychotic and trying to kill me." He quips to get on her nerves. She growls and breaks free from the webbing to continue battling the annoying bug.

Meanwhile, C. Sonic jumps away from Eggman's extending claw attack. "Is that the best you can do?" Sonic taunted his nemesis.

Eggman growls, **"I will flatten you!"** He commands the Death Egg Robot to jump onto the hedgehog. Sonic quickly moves before he landed and spin attacks the butt of the mech. **"Not bad."** The egg scientist complimented his foe. Soon after, the elevator arrives in a room of the Death Egg where one could look through the tall, stain-glass windows to get a gorgeous view of Mobius. **"We're not done with you two yet. This is only the beginning!"** The Death Egg Robot makes a mighty stomp to the center of the room, sending C. Sonic and Miguel fly on top of one of the platforms.

Ock 2099 hangs in the center of the room with her tentacles, pressing a few buttons on her gauntlet to activate the Dimensional Timed Bombs in the room. She grabs a few with her tentacles and simply says, "Bombs away," as she throws the bombs at the heroes, getting them to hop around like circus clowns avoiding thrown tomatoes.

' _Gotta throw these bombs right back at her.'_ Miguel thought but it seems impossible with Eggman extending his arm to attack him.

"Follow me!" C. Sonic directs Miguel in front of a Dimensional Bomb. "Hey Eggman!" Sonic makes a funny face to goad Eggman into attacking them.

" **You impudent rodent! How dare you mock me?!"** Eggman extends his arm and accidently hits the bomb instead once the heroes jumped away in time. His arm and his mech in temporarily immobilized long enough for Sonic to run up the arm and attack the head.

"No you don't!" Patel prepares to interrupt Sonic's attack but Miguel wouldn't allow her and throws a bomb at her while she was distracted, immobilizing her and her arms.

"You seem like a nice lady. Sorry to do this to ya, but ya know, hero stuff." Miguel web strikes into the air and beats on Patel, even using one of her arms to attack her with. C. Sonic bounces on the Death Egg Robot a couple of times, weakening it for a Miguel to throw Patel right on top of the head.

"What?! Nooooooo!" Patel screams as the Death Egg Robot starts to explode with her in the vicinity.

 **BGM End**

Miraculously, both she and Eggman are still alive and lie in the wreckage of the Death Egg Robot, coughing madly from their defeat.

"Think we should help them?" Miguel asked C. Sonic.

"With the chance of getting blasted or strangled, sure why not." C. Sonic shrugs.

 **BGM-Sonic Generations OST-Cutscene 1**

Both heroes rush over to help their enemies, but once they got close enough, they were suddenly blown back as a mysterious energy captures the evil scientists, which happens to belong to that time-eating monstrosity appearing from its time hole. "It's that creature again!" Miguel noticed.

"And it's taking the doctors!" C. Sonic pointed out their enemies being lifted up to this "Time Eater".

"What is that thing?! Why is it taking us?!" Patel shouted, scared.

"No! No! Sonic! Save us!" Eggman screamed. It was too late for them as the Time Eater pulls them into its time hole and disappears, cutting off their screams for help.

 **BGM End**

"They're gone." C. Sonic stated.

"So those two weren't behind this? Just what the shock are we dealing with here?" Miguel crosses his arms, pondering what to do next.

* * *

 **White Space Manhattan, ESU**

After being blocked off to the boss door, Modern Sonic and Spider-Man Prime walk out of the gate to reunite with their friends, only to be stunned when they are greeted with three more "familiar" faces.

"Welcome back." Modern Tails greeted his friends while standing with Kid Ruby and Kid Yang.

"Hi." Classic Tails greeted his "new" friends along with Kid Blake and Kid Weiss.

M. Sonic and Peter had to blink a few times to check if they're not crazy to see two Tails. "Huuuh?" They both said.

"Another Tails?" Sonic asked, stunned.

"Blake and Weiss are also kids?" Peter questioned, shocked.

"So you also know us?" Kid Weiss asked the two shocked heroes.

Before more questions could be asked, a bright green light illuminates the sky above ESU. Slowly, the whole university and its students are restored back to normal, as well as the green Chaos Emerald that was floating above the Time Gate and floats down to M. Sonic's hands.

"It's another one of those Chaos Emeralds!" Kid Blake pointed out.

"A Chaos Emerald?" Kid Ruby asked, tilting her cute confused head.

"What's a Chaos Emerald doing here?" M. Sonic wondered, staring at the green emerald in his hands. He then hears footsteps walking out of Time Gate and turns around with Peter to be shocked to see C. Sonic and Miguel approaching them, who are also shocked to suddenly meeting their counterparts face-to-face.

"Y-You're…" Both Spider-Men points fingers at each other.

"Miguel O'Hara?" Peter recognized the Spider-Man of the future, from their last team-up against the Green Goblin months ago.

"Peter Parker?" Miguel recognized the Spider-Man of the past.

"What are you doing here?" Both Spider-Men asked at the same time.

M. Sonic's encounter with his younger self is also left bizarre as they stare at each other. "You're me. A younger me." M. Sonic said to his classic self.

"Yup. And you look like an older me. That's pretty cool, and a bit weird." C. Sonic said to his modern self.

"I can't believe it. There's two of me. Two of us." M. Sonic said to Peter.

"Well, I'm kinda used to this but, yeah, it's surreal." Peter remarked as they stare at their counterparts.

"I think I've figured everything out." C. Tails said, finally putting all the pieces together.

"Yeah, me too." M. Tails remarked with the same thoughts.

"Doubles of us…"

"Places and enemies from our past and future…"

"We're traveling through time and space!" Both Tails said at the same time, shocking almost everybody who just listened to them.

"We're…what?" Kid Ruby asked, rightfully confused for a six-year-old.

"Time traveling," Peter answered, shaking his aching head, "I was afraid of this. I hate time traveling."

M. Sonic walks up to the child versions of Team RWBY, "So that means, you're really a past version of Team RWBY."

"Wait a minute! I'm in a team?! With these kids?!" Kid Weiss points at the other, future members of Team RWBY.

"You're a kid too, you know that?" Kid Yang crosses her arms while glaring at the child heiress.

"How did this happen?" M. Sonic asked.

"It has to do with that big "thing" that just kidnapped Eggman along with that female Doc Ock." Miguel replied.

"There's a 'female' Doc Ock?" Peter questioned.

"It sounds like the same thing that kidnapped your friends. I mean, our friends. You know what I mean." C. Tails said after confusing himself because of all this time traveling weirdness going on.

"No need to work yourself up, Tails. We know what you mean." C. Sonic smiled.

 **BGM-Sonic Generations OST-Cutscene 1**

Suddenly, Peter's Spider-Sense tingles as the whole White Space zone violently shakes. From its time hole, the Time Eater appears once again to give the restored civilians a fright and a half. "There it is!" M. Tails pointed out. The united group watches as the Time Eater flies overhead and then disappears into another time hole.

 **BGM End**

"Where'd it go?" Kid Ruby asked innocently.

"We need to find that thing, and fast!" M. Sonic recommended, with his past self and the Spiders agreeing.

"Alright, Time Patrollers! We're moving out! Team SSSS is on the move!" Peter gave himself and Miguel, along with the Sonics, their own team name inspired by how teams are named in Remnant.

"We need a better team name." Miguel criticized as the newly-formed Team SSSS leave their friends behind and run off to find the Time Eater.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **M. Sonic: I'm Sonic. Sonic the Hedgehog. This's the first time I'm teaming up with myself. Gotta say. It's pretty sweet.**

 **C. Sonic: You visit some pretty weird zones. Who's the electric guy?**

 **M. Sonic: That's Spidey's enemy. Electro. And it looks like he's not alone.**

 **Next time on D-Avengers: Generations-**

 _ **Twin Electro**_

 **C. Sonic: I get to fight some really cool opponents in the future.**

* * *

 **KFX Here: We're done with the Genesis/Year 1 era. Onto the Dreamcast/Year 2 Era, where we get to revisit some of my old stories like "Fate of Two Worlds", "Battle for Remnant", and "Flaming Web of Light and Shadow". Some of you may be wondering when will Team RWBY will meet their past selves, but that unfortunately won't happen until much later.**

 **Also, given how expansive the United Heroes Universe has gotten since the beginning, if you're interested to do one, I will allow spin-off stories set in this universe. All you have to do is contact me to get my approval and keep me updated on your story.**


	8. Issue 5: Twin Electro

_Issue 5: Twin Electro_

Together with their counterparts at last, the Sonics and Spider-Men formed the time-patrolling group called Team SSSS and now journey through this White Space City to find the Time Eater. While they journey through the city to locate the next time hole, the team take the time to get acquainted with their own counterparts.

"Never in a million years would I _ever_ imagined I'd race against myself." Modern Sonic grinned, racing against his classic self through the white streets of New York.

"We all know who's gonna win this race. Me, obviously." Classic Sonic smirked.

"Yeah, right!" M. Sonic smirked and the two of them start laughing together.

"So, O'Hara, haven't seen you in a while. What's been going on in the future?" Spider-Man Prime asked his future counterpart, web-swinging with him above the streets.

"Oh, you know. Tirelessly saving a city that doesn't appreciate you 24/7. The usual. You?" Spider-Man 2099 replied.

"Same. Nice to know some things never change." Peter joked.

On the Spider-Mobile, the Tails' are in the middle of their own conversation. "You added legs to the plane? What have you done to Sonic's Tornado?" Classic Tails asked his modern self from the passenger seat.

"Yeah…I really did overdo it with the legs…" Modern Tails replied, feeling a bit embarrassed.

And in the back of the car, Team Kid RWBY have a moment to themselves. "Team RWBY? That's our team name in the future?" Kid Blake asked her future teammates.

Kid Ruby nods excitedly in response, "Big Brother Spidey says I'm gonna be the leader of the team, and you're my partner," She innocently points at an unamused Kid Weiss.

"The Headmaster of Beacon must be _really_ stupid to appoint a kid as team leader. I should be team leader." Kid Weiss arrogantly said.

"Drop the ice on that attitude first and we'll see, Ice Princess." Kid Yang punned.

"Why do people keep calling me that?!" Kid Weiss complained, raising her hands angrily to the sky.

"So what's the deal with that giant creature that brought us here? What's it doing?" Peter asked his future counterpart as he wants to know more about the Time Eater and its goals, if it has any.

"That thing's a mindless beast. It has no goal other than rip through time. Tear it apart. Changing our history," Miguel started explaining, "If history is in any way altered or distorted, it could change the world as we know it."

"How? Sorry, I'm just…time travel gives me a headache." Peter asked, a little confused.

"Let me show you," Miguel presses a button on his communication watch and pops up three holographic screens of Peter's recent visits into the past fighting the likes of Vulture, Green Goblin, and Lizard, "What you haven't been seeing, history has already changed multiple times. The villains of the past grew stronger and crueler than their historical form. Strong enough to kill you and disrupt the flow of time, "He shows Peter images of Vulture killing his past, classic self, Goblin impaling Peter with his glider, and Peter being crushed by the heavy contraption in Doc Ock's old underwater lab. These images silently shock Peter as Miguel continues talking, "But now, because of these time rifts, we can go back to the past and correct history to the way it should be, or as accurate as we can get it."

Peter sighs after being educated on the flow of time being attacked, "This is a lot to take in. But, why is it my and Sonic's history being attacked?

"I have no idea." Miguel casually replied.

While driving, M. Tails picks up a time hole reading from his Miles Electric, "We're closing in on another time hole! Stay alert!"

The Time Patrollers make their stop at the crowded Time Square, pestered with lifeless statues of many New Yorkers, including a man made out of rocks, wearing pants with the symbol "4" on the belt, and a cute little rabbit accompanied with her little chao friend.

"Who are these guys?" C. Sonic asked.

"It's Cream and The Thing." M. Sonic answered.

"What kind of name is "The Thing"?" Kid Weiss asked.

Miguel walks up close to scan the Time Hole next to the statued heroes, "It's a distortion in time alright. This will take us to an earlier point in Sonic's history."

"What are we waiting for?" M. Sonic grins, cracking his knuckles as the heroes take the Spider-Mobile into the time hole for their next mission.

* * *

 **Speed Highway**

 **BGM-Sonic Generations OST-Speed Highway (Modern)**

The time-traveling heroes end up in a nightly portion of Station Square filled with skyscrapers and tall buildings. "I know this place. This's Speedy Highway." M. Sonic grinned, happy to be revisiting a zone he's more familiar with.

"We need to find the time hole that leads to the current change in history," Miguel presses a button on his wrist device to bring up a small, yellow holographic woman in a dress.

"Who's that?" Kid Yang asked the future spider about his personal A.I.

" _I'm a 22_ _nd_ _century Lyrate Life-Form Approximation,"_ Lyla started speaking, amazing the Remnant kids, _"For my time period, I'm rather ordinary. But here, I'm beyond cutting edge."_

"Lyla, where's the next Time Hole?" Miguel asked his A.I.

" _Approximately 25 miles north from here. I'll inform you of any shortcuts along the way."_ Lyla answered.

"Thanks."

"What're we waiting for? Let's get busy." C. Sonic grinned and starts taking off.

"Right behind ya, dude." M. Sonic dashes off with him along with the Spiders swinging above.

"Fasten your seatbelts, kids!" M. Tails grins, instructing his time-displaced friends to put on their seatbelts as he drives the Spider-Mobile into the crazy highways of Speed Highway. They drive down a long road up through a large loop. This caught the attention of the local badniks, Cop Speeders.

"Police!" Kid Ruby exclaimed.

"Never seen those type of Badniks before." C. Tails said.

"They go down just as easy as the others. Watch!" M. Tails presses a button that protrudes two high-tech blasters and destroys the incoming badniks, even throwing in a little web shot at a Speeder.

Modern Sonic's having a blast running along and breaking a glass wall. His classic self is enjoying himself rolling down a large road slope before latching onto a rocket that flies him past Peter, who's hanging on the side of a helicopter observing the city.

"How do people drive in this place?" Peter asked himself, then jumps into the air to repeatedly web strike a row of floating Spinner and Thunder Spinner badniks. "Hey Miguel, try to speed up!" He taunted his future self.

"I'll get right on that when I'm not busy with the police!" Miguel retorted while he fights a couple of Speeders, webbing them to the ground and continues his web-swinging fun.

"So what's your history with this place?" Classic Sonic asked his older self.

"At this time, Eggman released a water god named Chaos to take over the world." Modern Sonic replied.

"Water god…" C. Sonic remarked, a little worried because of his fear with water, "That didn't sound fun."

"No it wasn't. Hated fighting Chaos," M. Sonic replied, sharing his counterpart's feared sentiments, "Didn't help that the big drip kept getting stronger with each Chaos Emerald. Soon it became too powerful for Eggman to control, so I had to use the Emeralds to calm it down before it destroyed the world."

"Didn't think Eggman would go on and try to control gods in the future." Classic Sonic remarked of what his arch nemesis would later do in his career.

"He still does it time to time, and always fails." M. Sonic said. The other time patrollers soon catch up to the Sonics running up a building and breaking through glass windows of a restaurant.

"What is wrong with you two?!" Kid Weiss criticized the hedgehogs for recklessly running through a restaurant building.

"There was no one there, weren't there?" M. Sonic smirked back. As everyone either runs down the tall building, or in the Spiders' case free-falling, a horde of Cop Speeders is seen chasing them. "I remember this." M. Sonic said, remembering a similar sequence in the past.

"See?! We're in trouble because of you!" Kid Weiss shouted at Sonic, the older one.

"I don't see how we can outrun them!" Peter shouted, web shooting like mad at the chasing Speeders.

" _No need! Look!"_ Lyla points everyone to a Time Hole down the building.

"Is that the one to my world?!" Peter asked the futuristic A.I.

" _Not exactly!"_ She replied as the heroes venture into the portal to escape the rampaging Speeder badniks.

 **BGM End**

* * *

 **Emerald Coast**

 **BGM-Sonic Generations 3ds OST-Emerald Coast (Classic)**

Team SSSS pop out of the portal and eat the coursing sands of a peaceful beach resort, along with the gang on the Spider-Mobile who arrived safe and sound. "Where are we?" Classic Tails asked.

"We're in Emerald Coast." Modern Tails answered, a bit surprised to suddenly be here again.

"Is this the place?" Miguel asked if this zone is the source of the distortion.

" _No. The time distortions are getting worse. We should still be able to locate our primary destination in this zone."_ Lyla answered.

"At least we won't have to deal with the monkey cops anymore." Peter quips before they take off to the islands of Emerald Coast.

C. Sonic runs on the wooden walkways to spin through a Rhinotank badnik and grins, "I'm _definitely_ coming here for my next vacation."

"Take it. This place is great. Just avoid the killer whales." M. Sonic quipped while homing attacking Kikis.

"This is where I first appeared in Sonic's world. The beginning of many, many dimension-hopping adventures, "Spidey reminisces while web striking a Sweeper and throws it at a tree, "Eggman and Ock teamed-up. Then me and Sonic teamed-up. Kicked their butts, and the rest is history."

"Am glad to have met ya, Pete. Your one cool dude" M. Sonic smiled.

"Thanks, but you do get on my nerves sometimes." Peter joked, maybe.

"Glad. And your jokes need some fine tuning." M. Sonic quipped.

Not long, the time-hopping heroes travel on a long wooden planks. Peter's helpful Spider-Senses tingles to something swimming below them and causing the road to rumble. "What's that?" He asked. Then, a huge orca pops out behind them, breaking a part of the road and begins chasing them.

"A giant whale!" Kid Ruby exclaimed as the kiddy Team RWBY's eyes are widen to the giant whale.

"Is that the giant whale you talked about?!" C. Sonic shouted to his older self as they run away from the killer whale.

"It's actually an Orca but what's the difference?!" M. Sonic loudly replied.

"Shock! This is why I don't visit the beach!" Miguel jokes.

Luckily, they were able to outrun the killer Orca and land on shore, spotting their target portal that leads a nightly carnival city dead ahead. "Is that it?" Peter asked.

" _Yes. That portal should take you to the change in history."_ Lyla answered.

"Wonder where it leads? Looking forward to it." Peter quipped.

"Can we come!?" Kid Ruby asked excitedly, wanting to witness this point in history with her own eyes, with the other future members of Team RWBY seemingly agreeing with their future leader.

The amazing webhead sighs, "Fine. Just this once, so stay safe."

"YAHOO!" Ruby cheered as the whole gang enters the portal in history.

 **BGM End**

* * *

 **Night Carnival**

As the heroes walked out of the time portal into Night Carnival, dozens of people scream for their lives as they run away from the numerous electrical strikes tearing up the city. "Where are the people running away from?" Peter asked as his Spider-Sense starts tingling.

"AHAHAHAHA," The heroes look up to see a masked man in a green and yellow jumpsuit, wearing a mask that resembles a lightning bolt hovering in the air using the electricity he sparks out from his hands, "SPIDER-MAN! I was wondering where you and your new rat friend would show up! The docs will be pleased to hear me destroying you!"

"Electro…Oh yeah, I remember this," Peter turns to M. Sonic, "This is one of the places we checked out during our first team-up."

"Oh yeah, when you tricked me to go out on a date with Amy." M. Sonic crosses his arms and glares at Peter.

"You had a good time. Don't deny it," Peter quipped as he turns to the Tails, "Tails'! Fox boys! Take the girls to a safe place and a good view of us kicking the shock out of Electro here!" He commanded.

"Right!" M. Tails nodded and starts driving away.

"Good luck!" C. Tails waved at his heroes.

"Fight well!" Kid Blake shouted.

 **BGM-Spider-Man: Shattered Dimensions OST-VS. Electro (Overload)**

With them gone, Team SSSS can focus their full attention on Electro, as the living lightning rod takes out a blue ISO-8 crystal and absorbs its power, transforming himself into a pure being of made of electrifying blue energy. _"With this ISO-8, I can absorb all energy. ENERGY WITHOUT LIMIT!"_ Electro proclaimed.

"You said that last time and it didn't work. Can't wait for history to repeat itself." Spider-Man Prime said clenching his right fist, looking forward to kicking Electro's butt again.

" **I wouldn't get your hopes up about that."** A new voice speaks out and enters the battlefield with a blast of light blue electricity. This new figure rises next to Electro, looking like a silver android colored light blue in parts of the arms and face, sparking electricity around its body.

"Another Electro due?" Classic Sonic asked, wondering who this Electro rip-off is.

"It's the Electro from my time. An android construction worker that was in an accident that gave him his powers." Miguel briefly explained the origins of Electro 2099.

"Still shouldn't be a problem for us." M. Sonic grinned, looking ready to fight. Both Electros grin as a dark aura envelops them, giving them a formidable increase in power. "Never mind. We're in trouble." M. Sonic quipped, losing his grin and replaces it with a look of worry.

Both powered-up Electros charges up their hands and fires multiple lightning bolts the heroes are forced to dodge like crazy. "Where does that dark power keep coming from?!" Peter asked while avoiding getting shocked.

"The Creature that sent us here is increasing their power to alter history, bringing villains from different timelines to further the chaos," Spider-Man 2099 started explaining, avoiding an electric punch from Electro, "They're in a "Xeno" Mode, a form of negative quantum energy that's harnessed from time itself! It'll take our combined strength to defeat them and correct history," He finished explaining, webbing up Electro and throws him to a building.

"Not a problem! Let's go, little me!" The Sonics grin and jump at Electro 2099 and hit him with a combined spin attack.

" **That tickled, and I don't like being tickled!"** Electro 2099 proclaimed he barely felt their attack, and with a wave of energy, blasts the Sonics out of his sight.

"I can take on these chumps myself!" Electro told his future counterpart.

" **Better safe than sorry, dude!"** Electro 2099 replied and they both firing powerful electrical bolts that knocks away the heroes.

"Ergh! Won't beat him like this. Let's try another approach." Spidey said. He covers his hands with his webbing, "This helped us last time. Follow my lead!" He commanded. The spectacular web warrior throws a trash can at his electrical nemesis, who growls and retaliates with an electric bolt Peter easily dodges. "Lousy shot, Max! Go get some glasses, and pants! I can see your junk! Sheesh!" He covers his eyes to not see Pure Electro's junk, getting him irritated and launch a powerful lightning attack. Peter flips high into the air avoiding getting crisped, simultaneously grabbing Classic Sonic and puts him in a wrecking web ball. With a loud battle cry, Peter smacks Electro with the wrecking ball, then goes up close and personal with his webbed fists, unleashing his mighty Spider-Fu before using C. Sonic again for the slamming finisher.

"Can't touch me, you shockin' scrap pile of metal!" Miguel quipped as he side-steps from an incoming electric tackle from Electro 2099.

" **Stay still so I can blow out your brains!"** He threatened. He fires an electric fist at Miguel but was blocked by his left insulated arm. With his webbed right fist, Miguel launches a powerful fist that sends the future shock into M. Sonic's direction. He launches two weblines pass the flying Electro android to envelop Sonic in a large web ball, yanking it in to smack the android while he's still flying. Miguel lets out a battle cry and slams the Sonic Web Ball right on top of the electric android.

"Did we get 'im?" M. Sonic asked after popping out of the web ball.

" **YAAAAGH!"** The android roared, unleashing electricity to escape the ground. The same thing happening with the original Electro, and the two energy villains rise into the air above their annoying enemies.

"Fools! Now we'll show you what OUR powers combined will look like!" Electro snarled. The two Electros turn into small balls of electricity and twirl around the other multiple times before clashing. The energy coming from them is massive, causing every electrical appliance in Night Carnival to go haywire, even causing the sky to rain and create a frightening vortex in the dark sky. With their powers combined, they form a massive Electro that looms over the small heroes.

"HAHAHAHA! HOW DO YOU LIKE ME NOW?!" Xeno Electro laughed.

"All that power and still no pants? What's the improvement?" Spider-Man Prime joked.

Xeno Electro roars and gets charged up with his dark aura. He starts launching massive beams of energy that almost vaporizes the heroes as well as those hiding with the Tails from a safe distance. "He's too powerful for any normal attacks! What should we do?!" Miguel asked while swinging from more massive energy beams.

"The ocean! That's how we beat him before! Follow me!" M. Sonic leads his pals, and the unknowing giant Electro who's following them just to kill them, to the docks that leads to the open waters next to it, "Now we need to get him to take his bath."

"How?! He's too big!" C. Sonic asked.

"And that's his downfall!" M. Sonic replied, planning to use Xeno Electro's giant body to stop him.

"TIME TO ROAST ME SOME FRIED HEROES!" Electro said, firing an energy beam. The heroes dodged it so it can pierce through a part of the docks, slightly unstabilizing it.

"I get it now. Good plan." Miguel complimented Sonic's plan.

"Here I am, lightbulb! Let's make this personal!" Peter goaded.

"I'M GONNA HAMMER YOU!" Electro slams a fist that Peter barely avoids, causing another part of the docks to crack and leak water.

"I'm over here, buddy! Give me your best shot!" Classic Sonic taunted the giant electric man.

"WITH PLEASURE!" Electro slams another fist the blue hero narrowly avoided, causing the docks to further crack with water. This starts to get his attention as water from the docks start spraying on him. "AAHHHH! IT'S TOO MUCH! GOTTA GET AWAY!"

Too bad for him, the Spiders webbed up his feet to prevent him from moving an inch. Meanwhile, the Sonics stand behind him for the finishing blow. "Hey big guy! Drinks are on us!" M. Sonic said, charging up a spin dash with his younger self and fires on Xeno Electro's back, crashing him down through the docks and into the large ocean, short-circuiting him. He screams as he feels his powers fading away into the water, finally defeating the electric menace.

 **BGM End**

"We did it! History here has been corrected." Miguel said as the heroes notice the Tails and Team Kid RWBY driving up to them.

"You did it, guys!" The Tails said simultaneously.

"You sure showed him what's…watt." Kid Yang punned, making her future teammates groan in disgust.

"This was a problem since she was a kid?" Peter asked, referring to Yang's terrible puns.

"She probably got that from us." M. Sonic believed.

"So 'we're' the problem. Oh god, what have we created?" Peter joked.

A Time Key forms above the heroes and descends into Peter's hands, "It's another one of these keys."

"A Time Key. It's connected to this era. Find all three, and we can fix the major time distortion of this era." Miguel explained.

"Glad some things are starting to make sense," Peter said, flipping the key in the air as a time hole opens up back to White Space, "Here's our ride. Let's head back." He said and everyone walks into the time hole.

* * *

 **White Space Manhattan**

The heroic time patrollers arrive back just in time to see Time Square being restored to its original state, including Cream the Rabbit, her chao Cheese, and Ben Grimm. "Heh-hey! Look! We're back to normal! You guys did it!" The Thing happily said to their rescuers.

"Thanks for saving us, guys. It was scary in the dark, but I tried to be brave." Cream said.

"Good job, kid." Classic Sonic gives his future friend a thumbs up but it also makes her confused who she's looking at.

"Hey, is it me, or did you get a new haircut?" Cream asked Classic Sonic, making him shock and run his hand through his quills.

"That's my younger self you're talking to, Cream." Modern Sonic told her.

"Younger self? You time traveling or somethin'? Does that explain why there's two Spideys," The Thing points at the Spider-Men, "And why the kids are smaller kids," He then points to Team Kid RWBY.

"Yup." Peter casually answered.

Ben face-palms, shaking his head with a sighs, "Of course somethin' like this happens when we celebrate your birthday for once."

"We're gonna go set everything right. Can you and Cream hold the fort here?" Peter asked the two to protect Time Square while they save the city.

"You can count on us, webhead. Go clobber that thing for us." The Thing smiled.

"We'll do our very best." Cream politely bowed in response while Cheese nods.

"Onto the next time zone." Peter said, and the Time Patrollers roll out to find the next Time Portal.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man Prime: It's your friendly neighborhood Spider-Man! Hey! I found Team RWBY!**

 **Spider-Man 2099: No, Parker! It's another past version of them!**

 **Spider-Man Prime: Right. I remember this. This is when we're fighting the U-Foes. But I don't remember the Enforcers being here, or Silvermane!**

 **Spider-Man 2099: And their Xeno power is rising! We have to stop them before they alter history here!**

 **Next time on D-Avengers: Generations-**

 _ **A Xeno Reunion**_

 **Spider-Man Prime: I've beaten these junkies before and barely lived. Let's see how I'll do this time.**

* * *

 **KFX Here: Happy New Years, everybody! Hope you're all enjoying yourselves. Try not to drink too much. Don't drink and drive. That's not cool. Let's not start 2019 with a disaster please. I've gained a lot of new followers and readers over the past year. Grown a massive community I never thought was possible. First off, welcome. Glad you're taking your time to read my stories. Some of them aren't perfect, and I regret some decisions I've made in the past (stares at "Battle for Remnant"), but I've improved (I think) since then and hope to continue providing wonderful stories for all of you to enjoy this new year, so stick around and let's have some fun together. If you want, I am open in other writers writing a spin-off story set in the United Heroes Universe. Gotta contact me first to get my approval. Enjoy the new year, my friends. Take care. Stay in school. Keep that job. And good luck.**


	9. Issue 6: A Xeno Reunion

_Issue 6: A Xeno Reunion_

 **BGM-Dragon Ball FighterZ OST-Spirit**

"I wonder if my future self is okay?" Kid Ruby asked herself, staring out the distance on the back seat of the Spider-Buggy with the other Remnant kids.

"I'm sure they're _fine_. They're probably statues like everybody else. Just got to find the area they're in and save them. Easy as that." Kid Yang smiled to cheer up her little sis.

"We can't be reckless either. One wrong step and our future selves will cease to exist." Kid Weiss warned the sisters about their safety or else they could die along with their future selves.

"I wonder what my future self looks like," The young Ruby wonders, turning over to the drive seat where M. Tails is sitting, "Tails, uh, older Tails, do you know what our older selves look like?"

"Let me show you." M. Tails presses a button on the vehicle's control to pop up a holographic image in the back seat, showing the Kid RWBY a group shot of their older, future selves.

The children gasp in awe to see how different, more beautiful, and awesome they become in their teenage years. "Wow! I look so COOL! I actually have my own scythe!" Kid Ruby exclaimed in ecstatic joy.

"My future self looks beautiful…" Kid Weiss said, staring in awe at her teenage self.

"I look awesome! But why do I have a robot arm?" Kid Yang wondered.

"It's a long story." M. Tails responded, visibly embarrassed.

The young Blake takes a moment to observe her future self, noticing the bow hiding her cat ears, "A bow? It doesn't look bad on me." She said with a little smile.

"Of course you would like it, cat girl. Hiding your true identity to stab people in the back." Kid Weiss said to the kid faunus, still being a bit racist to faunus in general unlike her future self.

"We're not like that! The Faunus just want to live in peace with humans!" Kid Blake retorted, taking offense to that comment.

"Save it for someone who cares!" Kid Weiss replied, crossing her arms and ignores her, depressing Blake.

"I care!" A sudden Spider-Man Prime casually lands on the back of the Buggy, jump-scaring Weiss.

"Gah! Spider-Man! Where did you-?!"

"Listen, Weiss. Not all faunus are bad that want to destroy business companies and annihilate all mankind. I mean, there are some that would do that, but the same could be said for humans, am I right? We're not perfect either." Peter started lecturing in a light-hearted tone to the young heiress.

"Um…"

"Look. I am "well aware" what you're going through at this point in your life, with your dad and your company. Trust me when I say, it gets a LOT better in the future. And you'll start to see Faunus are just like us. The only difference is some of them have _cute little kitten ears_ like this adorable cub." Peter says while ruffling Kid Blake's hair, making her giggle and smile.

"Yeah," C. Tails speaks up from the passenger seat, "People used to make fun of me for having two tails. But then I met Sonic and everything worked out great. We became best friends." The young fox said with a smile.

"So, want to say something to your now-future friend?" Peter asked the child heiress.

The young Weiss shares a stare with Blake, "I'm…sorry for being mean to you." She genuinely apologized.

"And I'm sorry if some Faunus are treating your family badly." Kid Blake apologized even though it wasn't totally necessary.

"Ahhh, see? Progress. I'm sure I broke the timeline doing this, but, uh, who cares," Peter joked, "Now stay sharp. I think we're closing in on the next Time Hole." He says as they close in on the white-colored Baxter Building and its colorless prisoners.

 **BGM End**

"Looks like we have quite a party over here." M. Sonic jokes as he spots six statues of his friends in front of the Baxter Building.

"Jaune. Pyrrha. Johnny. Sue. Rouge, and…" Peter shuts up for a moment when he spots a woman around his age in a cat costume, "Black Cat? I didn't know she was invited."

"Who's she?" Kid Blake asked the amazing web-slinger.

"My ex. We have a complicated relationship. I seem to be a magnet for beautiful cat people." Peter said, rubbing his head. The child faunus stares at Peter for a moment, confusing him when he notices her, "…What?"

"Nothing." She shakes her head after developing a small attraction to the Spider.

"Whatever you say, weird cat kid." Peter replied as he walks into the time portal.

"I am not weird!" Kid Blake retorted as everyone else enters the portal.

* * *

 **City Escape**

 **BGM-Sonic Generations OST-City Escape (Modern)**

The Time Portal opens above the steep roads of a San Francisco-like city. The heroes pop out as they begin falling down from several feet in the air. As everyone else screams, M. Sonic whips out four capsules from his Skill Bracelet, gripping them tightly in his hand. "Think fast!" He yelled out as he tossed three capsules at the Spiders and his younger self.

"What are these?!" Miguel asked while in free-fall.

"Just open it!" M. Sonic replied.

The Spiders did what they were told and pressed on the capsules, popping out navy blue snowboards under their feet. "Snowboards?!" Miguel questioned.

C. Sonic popped out his capsule for a skateboard to ride on, "Cool!"

The moment they arrived on the streets, Team SSSS starts snowboarding down the road with the Tails and Kid RWBY following them from the Spider-Buggy. "WOOOOHOOOO!" M. Sonic exclaimed in joy from relieving this moment in history.

"Never snowboarded in San Francisco before!" Peter avoids the incoming cars, web zipping above some traffic and lands, narrowly avoiding Classic Sonic when the little hedgehog hopped off a grind rail in front of him.

"Sorry!" C. Sonic said with a smile and tricks off a ramp.

"C'mon, Parker, speed up!" Miguel taunted, using Peter's own words as he passes his predecessor.

"I hate you." Peter mumbled.

Modern Sonic continues to play around and narrowly sliding away from parked cars, tricking off multiple ramps and grinding on a powerline all to impress the young ones from the Buggy. "Lookin' good, Sonic!" Kid Yang told the hedgehog.

M. Tails looks on ahead to see that Team SSSS are taking a slightly different pathway away from the streets, "Looks like we're splitting up! We'll regroup as soon as possible!"

"Take care, gang!" M. Sonic and the other time patrollers separate from Tails' group and tricks off a ramp into a narrow spot within the city. They ditch the snowboards and head out on foot, coming across new, actually old types of enemies like G.U.N. mechs and time-displaced Public Eye police shooting at them.

"The Public Eye's here too?" Miguel questioned as the heroes easily defeat them on the way.

"So that was your future we visited before." Peter says, piecing it together he briefly visited 2099 during his fight with the Vultures.

"Yeah, but I don't recognize these mechs." Miguel web shoots down a Gun Beetle off the air.

"These are G.U.N. robots. At this time, they hunted me down like a wanted criminal because they mistook me for Shadow, thinking I robbed banks and other junk." M. Sonic explained his history with this area while boosting through G.U.N. robots.

"I know how that feels. Waaay too much." Peter remarks what he deals with on a daily basis.

"Who's Shadow?" Classic Sonic asked his future self.

"A hedgehog that you shouldn't confuse me with him. For one, I'm more cheerful." Sonic joked, still wondering how the media mistook him for Shadow despite the very obvious difference in skin color.

 **BGM End**

 **BGM-Sonic Generations OST-City Escape (Truck Chase)**

The sizzling Team SSSS made it back to the streets and regrouped with the others, just in time for a giant GUN Military truck to start chasing them. "What the SHOCK?!" Miguel exclaims as everyone else stares in fear and begin running away from the crazy mad truck destroying everything in its sight.

"THEY HAD A TRUCK CHASE AFTER YOU?!" Classic Sonic shouted.

"They were _really_ persistent!" Modern Sonic replied.

"OH GOD, OH GOD, OH GOD, OH GOD," Peter loudly shouts while the Remnant kids scream out in fear, even louder when the darn thing summons saw-blades from the cab.

"IT NEVER HAD RAZOR BLADES BEFORE!" M. Sonic shouts when he looked back.

They all ride on rooftops with the GUN truck still roaring after them. "CAN THIS THING GO ANY FASTER?!" Kid Weiss shouted at M. Tails, who's too busy trying to outdrive the mad truck.

Soon, the heroes decided to run along a building. "Ha! It'll never catch us now!" M. Sonic grins, only for the unbelievable thing to happen as the truck actually boosts off a rooftop and begin driving on the side of the wall they're in, "OH COME OOOON!"

"Optimus Prime is pissed!" Peter quipped.

"Who?!" Miguel asked on context of his reference.

"You're killin' me, O'Hara." Very lucky for the heroes, they miraculously outran the persistent GUN truck into another time hole that popped up out of nowhere, taking them into another point in history.

 **BGM End**

* * *

 **Radical Highway**

 **BGM-Sonic Generations 3ds OST-Radical Highway (Modern)**

In a giant half-built red highway full of skyscrapers at night, The Time Patrollers once again fall out of the portal screaming. The Sonics saved themselves by grinding down the suspension rails. The Spiders shoot out a webline and swing over the bridges. And the Spider-Buggy landed a bit bumpy on the ground before racing through the highway.

"Are we at the Golden State Bridge?" Peter asked.

"We're at Radical Highway-!" M. Sonic barely dodged a blast from the multiple GUN bots, Blue Eagle planes and Public Eye cops from all directions trying to kill the party.

"Shock! Did they send the whole military after you?!" Miguel jumps over combat planes, webbing them up and avoids missiles.

"Not even the Atlas military would send "this" may troops on one guy!" Kid Weiss stated as she covers her head from all the explosions and gunfire.

"This "is" Sonic the Hedgehog we're talking about! Makes sense to go all-out!" Peter said, webbing up and throwing GUN beetles at Public Eye helicopters.

"But that was Shadow, not me!" M. Sonic retorted.

"Welcome to my world!" Peter compared the current situation to, again, what he deals with almost every single day of his crime-fighting career, though possibly not to this extent.

"But we're not in your world!" Kid Ruby remarked.

"Oh, you adorable little girl who doesn't understand figurative language." Peter quipped.

Classic Sonic spots another time portal opening up ahead, "Another portal! Hope this one takes us to a place less hectic!" He says as the heroes enter the portal before the missiles reached them.

 **BGM End**

* * *

 **Remnant, Vale (Battle for Remnant Vol 1 timeline)**

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

It's nighttime at a quiet warehouse district somewhere in the city of Vale. Hundreds of shipments of Schnee Dust Company containers are seen here. Bullhead ships descend in the middle of the cargo containers and extend a ramp for a black hooded individual with a metallic fanged mask to walk out.

"All right, grab the tow cables!" The White Fang goon ordered his fellow White Fang members from the aircraft with his rifle.

"Hey! What's the holdup!?" Roman Torchwick, an orange-haired man wearing a black bowler hat asked the WF goons as he gestures widely while coming down the ramp. "We're not exactly the most inconspicuous bunch of thieves at the moment, especially when there's a certain bug that might be in the area, so why don't you animals try to pick up the pace?" He asked the soldiers. A White Fang goon holds up a coil of rope to Roman who begins to berate him, "No, you idiot! This isn't a leash!" He starts to look around until suddenly Blake Belladonna (an older one. Here we'll call her "Vol. 1 Blake"), appears behind him with her blade at his throat, "What the-Oh, for f-!" He rolls his eyes before getting cut off by the teenage faunus.

"Nobody move!" Blake told the White Fang, who're ready to aim and shoot her to hell.

"Whoa! Take it easy there, little lady," Roman calmly said to her. "As the White Fang close in on her, Blake uses her free hand to go for her bow and remove it, causing the ribbon to fall away to reveal her faunus cat ears.

"Brothers of the White Fang! Why are you aiding this scum?" Blake asked them after they've lowered their weapons, unsure with themselves until Roman started laughing.

"Oh, kid, didn't you get the memo?" He asked her.

"What are you talking about?" She replied.

"The White Fang and I are going in on a joint business venture together!" Roman's eyes start to glow red, along with the other White Fang as they get enveloped in their dark Xeno mode. Blake notices something is different about the White Fang, like they've changed suddenly. She was so distracted and confused she was left open to be grabbed by the neck by a big, human tough guy in a yellow jacket, accompanied by a fancy man in a purple coat and a mustached man wearing a cowboy hat.

 **BGM End**

 **BGM-Sonic Forces OST-It's Good to See a Sonic**

"Hope you don't mind the Enforcers par-taking in this shindig." The leader of the Enforcers, Montana, with his buddies Ox (holding a struggling Blake) and Fancy Dan, spoke to Roman, who simply smiles and lets them join despite just meeting.

Then someone throws a banana peel on Roman's head, causing him to look up and growl at Sun Wukong, a monkey faunus leaping from the container above Roman and drops down on the criminal's face feet-first, rolling up and readying himself to fight, "Leave her alone!"

More Bullheads arrive and open up to let more Xeno White Fang troopers as well Xeno Alchemax robots descend on the scene, completely surrounding Sun as Roman gets up and smirks at the overwhelmed, monkey, "You're not the brightest banana in the bunch, are you kid?"

All dark-powered foes slowly aim their weapons and corner Sun, making him wonder what he should do to save himself and Blake. **"Terminate!"** An Alchemax robot points his arm cannon at Sun and gets ready to fire, until a time portal opens behind the faunus, grabbing everyone's attention.

"What?!" Roman questioned.

Out of the portal comes the Time Patrollers after narrowly escaping GUN from Radical Highway. When the White Fang and Alchemax robots start firing at the new company, the Sonics spin attacks a majority of them while the Spiders web threw them to the walls and floors, saving Sun in the process.

"We narrowly avoided getting blasted just to get blasted. Least they're not GUN. Where are we this time?" M. Sonic asked.

"This looks familiar. Think we're in Remnant." Peter says while looking at his surroundings.

"SPIDER-MAN?!" The Enforcers, Roman, Vol. 1 Blake, and Sun exclaimed in both shock and absolute confusion.

"Huh," Peter turns to Vol. 1 Blake being held hostage by Ox, "Hey, I found Blake! The older one, taken hostage by the Enforcers? Haven't seen these guys in a while."

"We've arrived at another change in history. That's not Blake. Not the current one you know." Miguel explained.

"TWO Spider-Men?! With…two blue rat faunus things?! And, uh, fox driving some spider vehicle," Roman exclaims in absolute confusion, "Just what the hell is going on around here?!"

"Who's this lame-o?" Classic Sonic asked Peter about Torchwick.

"I don't remember." Peter replied, completely honest with his answer as he hasn't fought or seen Torchwick in months since he's dead in the current timeline, and Peter's been occupied with much more important, universal-ending missions. That, and, compared to someone like Wilson Fisk, Torchwick isn't that threatening to commit to memory.

"You don't…I'm _Roman Torchwick_! You've been the bane of my existence for _months_! Kept making fun of my name!" Torchwick reminded Peter of all his insults to his criminal empire.

"That _does_ sound familiar…" Peter taps his muzzle as he slowly remembers Torchwick and all the times he's embarrassed him, "Ah, whatever. Maybe beating you up will jog my memory. Let go of the girl, Ox! Holding her for too long will give you bad luck, and perhaps rabies." He joked while talking to his old foe, Ox, with an unamused Vol. 1 Blake glaring at Peter.

"I don't want some stinkin' rabies!" Xeno Ox's eyes glow red as he throws the teenager Blake miles into the air to the oceans.

"BLAKE!" Sun exclaimed in horror.

It didn't take long for Modern Sonic to zoom in and jump into the air to save Vol. 1 Blake and meet back with the others before they noticed him. "You okay, Blake?" M. Sonic asked her.

"W-When did you…" Vol. 1 Blake is astonished to meet someone much faster than her Ruby save her in a blink of an eye.

"You'll continue to be amazed in the future." M. Sonic joked with a smile until he notices more White Fang troops and 2099 robots showing up. He turns to the Tails and Kid RWBY in the Buggy, "Tails! You know what to do!"

"Right!" M. Tails nodded as he drives the Spider-Buggy to a safe hiding place away from the fight. As they leave, Kid Blake turns around to stare at her future self. The older Blake glances at her younger self, blinking a few times until she slowly realizes that's her she's looking at.

 **BGM End**

 **BGM-Spider-Man: Edge of Time OST-Fighting Enemies**

With the children out of the way, Vol. 1 Blake and Sun accompany Team SSSS in dismantling a few 2099 robots and crippling some corrupted White Fang soldiers and the time-displaced Enforcers. "I don't know what's going on or how you all got here, but I will not let you interfere with this operation!" Torchwick said before getting kicked in the face by Spider-Man Prime.

"This operation wouldn't happen to involve stealing hundreds of Dust for Norman Osborn and Cinder, infiltrating Beacon and sabotaging the Vytal Festival to disrupt world peace and destroying Beacon at the end, am I right?" Peter babbled and revealed his plans out loud because of his future knowledge, baffling Roman how he knows basically his whole plan.

"H-How did you know all that…?" A flabbergasted Torchwick asked.

"Lucky guess." Peter quipped.

"GRRAAAAGH! Enforcers! Destroy him NOW!" Torchwick shouted.

"Don't worry. We'll squash the bug." Montana leads his Enforcers to battle Peter.

"If you guys couldn't beat me when I was a rookie, what makes you think you could beat me now?" Peter asked while firing his Suspension Matrix to lift the Enforcers into the air, leaving them helpless to Spidey's spectacular air combos and web strikes to their defeat.

Roman growls as he's left no choice but to fight the bug himself. He uses his cane to fire continuous, flaming missiles that Spidey effortlessly dodges. "You seem a little tense. Maybe it's all that dark energy in your head." Peter quipped, web yanking his cane and smacks him with it, then throws Roman at Miguel, "Hey future me! Want a piece of old action?"

"I hate old news." Miguel quipped as he punches Roman in the face. The Spider-Man of Tomorrow is then blindsided by an energy blast to the side by an old man in a cyborg body, along with the Spider-Man of Today getting smacked by a woman's umbrella in a Neapolitan ice cream-themed outfit.

 **BGM-Sonic X OST-Battle**

"Take that, Spider-Man." The cyborg man said.

"Silvermane!" The Spiders exclaimed before looking at each other in confusion.

"There's a Silvermane in your future too?" Peter asked his future self.

"It's actually the same Silvermane from your time period. He's still around because of his cybernetic-enhancements." Miguel explained.

"Neo," Torchwick exclaims in confusion as he looks at his umbrella-holding partner, "What are you doing here?! I didn't tell you to be here!" He asked, receiving a silent shrug from Neo, responding she has no idea why she's here.

"The disruption in time must have brought them here." Miguel guessed as Neo and Silvermane 2099 goes into their Xeno Mode.

"What's going on?!" Vol. 1 Blake asked, totally lost in all this time-traveling talk.

"Seriously! What are you guys talking about?!" Sun loudly asked.

"We'll explain everything later. Right now, it's time to fight!" M. Sonic told the faunus.

"I don't understand what's going on, or who some of you are, but…I have a feeling I can trust you." Vol. 1 Blake said.

"That's the way. C'mon!" M. Sonic grinned, leading Blake and Miguel against Silvermane while Peter fights Neo with Classic Sonic and Sun.

Silvermane withstood a spin attack from M. Sonic and follows up with an energy blast, but the hedgehog was too fast for him and avoided damage. Miguel lands a good punch on the Maggia boss and uses an Accelerated Decoy to avoid getting punched. "You can create clones too?" Blake asked the future Spider, comparing his decoys to her shadow Semblance.

"I move so fast I leave copies of myself." Miguel sends forward three more decoys to attack Silvermane, allowing Blake to strike the old man with a blade strike. "You should've retired from crime a century ago, old man." Miguel strikes him with his talons.

"I may be old, but the Maggia will never die." Silvermane proclaimed.

"Tell it to all the history books." Miguel web throws Silvermane for M. Sonic to defeat with a charged homing attack.

Nearby, Classic Sonic and Sun fail miserably fighting Neo. The pink-dressed villain easily incapacitates Sun in one-on-one combat, knocking him to a crate with her umbrella. And while Classic Sonic is more than fast enough to keep up with her, he always finds himself shattering a glass-version of his opponent. C. Sonic grunts, "Why can't I seem to hit her?" He asked before getting blindsided by Neo.

Thankfully, Spider-Man Prime easily sees through her tricks, _'Because they're illusions. Oh man. This is just WAY too easy.'_ He said in his mind, comparing Neo's tactics to guys like Mysterio that does this thing for a living. Neo flips over and starts fighting Peter one-on-one and seems evenly matched with him. "Oh. You're not bad for a girl who brought an umbrella to a fist fight. It's not raining. Why do you carry that thing around with you anyways," Peter babbled. Neo stays silent while Peter continues to block and deflect each of her umbrella swings, "You're not much of a talker. Makes us the perfect pair. Me, the blabber mouth. You, the silent person who's about to get her butt whooped massively." That little comment slightly irritated Neo, getting her to strike Peter and blow him back a bit. When she dashes towards him with a dark-enveloped umbrella swing, she quickly finds out it was an afterimage she attacked. She stands confused as she stands surrounded by multiple false copies of an Amazing Spider-Man using his speed to leave several identical afterimages.

"Your illusions _are_ impressive, to qualify as Mysterio's sidekick," Spider-Man's voice taunts her but she has no idea which clone is the real one, "With my heightened Spider-Senses, I know EXACTLY who's the real you. Too bad you don't know which ones the real ME." The real Peter strikes the real Neo, who was standing above on a container, down on the floor with a powerful kick finisher, webbing her to the ground so she won't cause any more trouble.

"Not bad, Spidey." Classic Sonic complimented Peter's skills.

 **BGM End**

"How is this possible?! How can someone like Neo could be defeated?!" Torchwick asked, stumped.

"Now make this easier on yourself, Conan, and give up." Peter mocked.

"It's ROMAN!"

"Nah. Boran sounds more fitting." M. Sonic mocked, getting the Vale crime boss to twitch in anger and rage.

Just before Peter could take a step, his spider-sense rages to incoming danger. A powerful, telekinetic shockwave blasts Team SSSS screaming across the warehouse area.

"SPIDER-MAN!" Vol. 1 Blake shouted.

The time-travelers crash through a couple empty Schnee Dust containers. They slowly get up, shaking their aching heads. "Was that supposed to happen?" M. Sonic asked.

"I think so." Peter answered. He looks up to see four interesting individuals standing before them: a yellow-and-orange man covered in an unusual texture pattern with white eyes and no hair, a woman entirely made of green gas, a purple energy man hovering in the air, and a big looking strong guy covered in metallic steel.

"Right. Right. The U-Foes. I remember this part painfully," Spidey quipped, recognizing the enhanced White Fang top elites experimented on by Norman Osborn, granting them powers similar to the U-Foes of Peter's dimensions.

 **BGM-Sonic X OST-Sonic's Fight**

"Two insolent bugs and two dirty rats? Guess we should put them out of their misery." The orange-colored one called Vector, leader of the U-Foes, powers up his unknowing Xeno Mode along with his teammates. He telekinetically lifts multiple large containers and throws them at Team SSSS.

"How did you beat these guys last time?" Miguel asked Peter while avoiding the thrown containers.

"I had a little help." Peter says while web-striking Ironclad, the metal man.

"We have that covered." M. Sonic grins as he faces off with Vapor, the woman who can alter her form into any known gas. The gassy villain forms into a poisonous gas around Sonic, causing him to cough repeatedly.

"You can't beat my gases, little hedgehog." Vapor taunted him.

"Your gases smell. Phewee. What did you eat?" M. Sonic joked to annoy her. The blue blur quickly uses his speed to form a large tornado that sucks up the screaming Vapor into the air.

"Hahahaha! Why're you running away, bugman? Don't you want to see what I can do?" The radiated X-Ray laughs as he chases a swinging Spider-Man 2099 with his radioactive blasts.

"I've seen enough to know how to beat you!" Miguel retorted, finding the thing needed to win. A lead pipe. He yanks it to his hand and web strikes over to X-Ray, comboing him with the lead pipe because it disrupts his energy form. He then stabs him with the pipe, causing him to scream before he kicked him to the floor.

"RRAAAAAGH!" Ironclad charges at the Amazing Spider-Man like a mindless animal.

"The tryouts for football is next week, Ironclad. Get your dates right." Peter joked as he vaults over the villainous metal man while charging up a vibrating seismic blast from his web-shooters, and when he lands behind Ironclad he fires them, disorienting him.

"Ugh…W-What…Can't see." Ironclad said, stunned and dazed.

"That's my cue." Peter web strikes and slashes his stingers on Ironclad, hurting him.

Not far, Classic Sonic is seen taking on the leader of the U-Foes, Vector, who laughs to taunt his small opponent, "You're a small one. What can you POSSIBLY do against me?"

"Kick your butt." Classic Sonic smirked.

Vector gets annoyed and telekinetically lifts more containers to throw at the young blue hero. Classic Sonic jumps and run from container to container until he reached Vector, smacking him to a building with a powerful spin attack. He goes in for another, but Vector uses his powers to grab and repel him to crash over a container. Classic Sonic shakes his head, a bit dazed, when Vector starts throwing energy blasts at him. The hedgehog dodges them and charges up a mighty spin dash. He unleashes his attack, but instead of attacking Vector, he circles the whole warehouse area to gain more speed and confuse Vector with his tactic until he was suddenly hit with the spin dash, blowing him away to rest of his allies.

 **BGM End**

"That wasn't so bad. Hehe." Classic Sonic chuckled while standing with his teammates.

Vector growls at his adversaries, silently wondering how his team is losing to such impudent insects and rats. Then, he feels his stomach turning, and can tell his teammates are feeling the same, _'Wh-What's happening? I feel a surge of pure, dark energy! Where is this coming from?'_

It was at that moment Peter's spider-sense went through the roof when he senses the U-Foes's Xeno power increasing, "Something's wrong. What's happening to them?"

"The quantum energy that tainted them is…evolving, exponentially." Miguel checked from his wrist device.

 **BGM-Dragon Ball Xenoverse 2 OST-Villainous Form**

"NRAAAAAAAAAAAAH!" The U-Foes roared when their dark Xeno aura erupts with newly-evolved power and mighty shockwaves that almost blows the heroes out of sight. The second stage of their Xeno Mode changes the U-Foes's body to a frightening white and purplish hue, granting them a white and black aura. Their pupils take a purplish blue glow. They also gain the face of the Time Eater as a symbol on their forehead, symbolizing they are completely under its control.

Team SSSS stare in fear at the powered-up Xeno U-Foes. Modern Sonic glances at the sky and finds something familiar. "Look!" He points to the mysterious Time Eater itself hovering above the warehouse, growling at the heroes before disappearing in its Time Hole.

"This must be another birthday present!" Peter joked as everyone turns back to the Xeno U-Foes.

Xeno Vector cackles madly as he telekinetically lifts a dozen containers and hurls them at astonishing speeds at Team SSSS. Before the four heroes could wonder how to dodge this one, the crates were suddenly sliced in half, saving the heroes.

"What?" Peter remarked.

"Spider-Man!" A familiar, girly voice captures Team SSSS attention. They turn around to see it's the Ruby Rose of this time period coming to help them along with the other members of this time's Team RWBY, as well as some assistance from Sun and Penny Polendina, just like in the original timeline. "Are you okay? We came to help." Vol. 1 Ruby told Peter.

"Ruby…Right. You guys helped me out back then too." Peter said.

That comment left Ruby a little confused, "I don't really know what-." She was quickly caught off by the increasing power from the Xeno U-Foes, shaking the ground with their bubbling power.

"What's going on?!" Vol. 1 Weiss asked.

"The quantum energy is rising extremely by the second, to the point of shaving off their own life! We got to stop them before they become unbeatable!" Miguel answered.

"Not a problem!" Spidey clenches his right fist as a purple aura surrounds his body, then coats him completely into his Aura Arachnid Mode, which leaves an astonishing impression on the Team RWBY of the past.

"H-How did you…" Vol. 1 Ruby is left in a state of shock from witnessing Peter's "new" power.

" _Everyone! Choose a Foe and tear them apart!"_ Aura Arachnid Spider-Man ordered.

" _Hehehehehe…HAHAHAHAHAHA! This power! Such vast power! It's different from what the Professor gave us! It feels…absolutely incredible!"_ Xeno Vector laughed madly.

" _And there's more…far more power flowing into us!"_ Xeno Vapor said.

Aura Spidey vanishes in a flash and reappears to punch Vector, who blocks the attack causes a massive shockwave from their stalemate, _"You fools! There's a power FAR beyond your understanding controlling you, warping your mind! We have no choice but to take you down!"_

" _You cannot stop me!"_ Xeno Vector repeatedly fires dark energy blasts but the transformed Spider swiftly dodges each and every one of them. Spidey sharpens his aura claws and blitz Vector with ferocious attacks before being telekinetically repelled away. Peter uses his aura to burst out of Vector's control and webs up two large metal crates and throws them at Vector, burying him. The dark villain almost immediately breaks away and gets into a fight with Ruby and Blake. The two Huntresses-in-training work together, and while they did get a few good strikes, it only served to irritate Vector and get them caught by his power. Vector maliciously chuckles and charges up an energy blast in his palm to devastate the girls. Suddenly, Aura Spidey appeared above Vector and strike him down with a roaring Kumodama, causing a big explosion that saved the girls.

"C'mon, big guy! Is that all you got?!" Modern Sonic smirks, taunting Xeno Ironclad while fighting with Vol. 1 Yang. The fast-moving hedgehog dodges Ironclad's attacks with ease and overwhelms him with lightning-fast homing attacks.

"Not bad, hedgehog. You're probably as fast as my sister." Vol. 1 Yang smirked as she punches Ironclad in the cheek.

"Heh. This is just a speck what I can do," Sonic grins, getting into position to charge up his Light Speed Attack, surrounding himself in a light-blue aura, "Let me show you what happens when I get serious. Full power! With me?"

Yang's hair flares up as her iliac eyes turn red, "Yeah!"

" _Haha! You punks don't have the strength to stop me!"_ Xeno Ironclad taunted.

"She has the strength! I have the speed! Wonder what happens when the two combine?" M. Sonic asked. Before anyone could blink, Sonic blitz the metal Ironclad from all directions at amazing light-speed. Ironclad roars and unleashes a dark shockwave that temporarily blows Sonic away. Ironclad charges at Yang and the two collide fists that shattered nearby glass and crates. Because of his immense increase in power, Ironclad was going to overwhelm Yang if Sonic didn't kick a shockwave of wind down on Ironclad, giving the blond Huntress a chance to combo him with brutal punches.

"Ever played volleyball?" Modern Sonic asked Yang, who quickly understood his plan. Both heroes jump into the air, and Yang gives it everything she got to palm-slam a curled-up Sonic to send him booming down on Ironclad, forming a powerful explosion and a large crater where Ironclad lies defeated.

Meanwhile, Spidey 2099 and Vol. 1 Weiss is having their own trouble dealing with Xeno Vapor. No matter how many times the two heroes strike her with physical attacks, they just phase through her like it's nothing. Weiss growls, "How can we beat her?"

"She should still be weak to different forms of energy. Do you have anything like that?" Miguel asked the teenage heiress.

Weiss equips her rapier with yellow Lightning Dust, "How 'bout this," and fires lightning bolts that does actual harm to Vapor in her gaseous form.

"Nice! Keep doing that. I have a plan." Miguel leaps away to find something that'll defeat Vapor for good. Meanwhile, Weiss strikes Vapor with different elemental attacks like rapid fireballs and ice shards, and while they are effective, they're not enough to completely defeat her.

" _Prepare to die, Schnee!"_ Vapor transforms into hydrogen gas and charges at Weiss.

"Oh good. You just made this easier." Miguel pops back up with an oxygen tank and sprays a hose of oxygen on the gassy villain. "Let's see what happens when you mix hydrogen with oxygen!" He says as Vapor screams for her life and turns into a puddle of water on the floor. Miguel shots a web shot at the puddle so it can soak in and trap Vapor.

With Classic Sonic, he runs and swerves from Xeno X-Ray's radioactive beams and spin attacks him. X-Rays retaliates and blasts the young hero with an energy beam, giving Sun a chance to fight. The monkey faunus got a few good shots in until X-Ray grabbed his staff and transferred his power through it so it can blast Sun at point-blank range.

"I feel like he shouldn't be this powerful…" A dazed Sun said.

"He's shouldn't." Classic Sonic replied, turning to both Sun and Penny. "Keep him distracted. I might know a way to beat him."

"Sure thing, little hedgehog guy!" Penny accepted the task.

As C. Sonic zooms away, X-Ray tries to stop him, " _Where do you think you're going_ ," blasting multiple energy blasts at the running hedgehog. Both Sun and Penny strike X-Ray at the same time to get his attention. _"You buncha kids! You can't stop me!"_ X-Ray blasts the two and knocks them back, but Penny was able to backflip to her feet and solely confronts the radiated menace. X-Ray roars and unleashes a powerful energy blast at Penny, who bring together her blades to form a circular ring to protect herself and absorb the blast, but the amount of energy quickly proves intense for her to absorb.

"I…can't take it anymore…" Penny said, struggling as she already reached her limit.

"Don't worry…" Classic Sonic returns to the battlefield, holding a lead pipe Miguel used recently, "Because I am here!" He stabs X-Ray with the lead pipe, causing him to scream in pain until he couldn't take it anymore and collapsed on the ground, defeated. After Penny unleashed the energy she absorbed to the sky, she too would've collapsed if C. Sonic didn't grab her in time.

"I gotcha, kid. Good job. Take a break." C. Sonic told her. Their break was short-lived as a massive shockwave blows the three into the air. Xeno Vector is the only one left standing and continues clashing with Aura Spider-Man and the other heroes. Aura Spidey launches multiple flurries of punches before being repelled by Vector, followed by Vol. 1 Ruby who strikes him repeatedly with scythe slashes before being blasted away, and lastly Modern Sonic using his speed to overwhelm Vector until he unleashed a powerful blast that blows away everyone.

" _I've had enough of you meddling fools!"_ Xeno Vector snarled, pushing his telekinetic power to the max and starts crushing the heroes onto the ground. _"With my power, I will crush you all! Nothing you can do now can save you!"_ He starts laughing maniacally.

Hiding from a safe distance, the Tails and Kid RWBY watch the heroes losing ground against Xeno Vector. "They're losing!" Kid Ruby said.

"Don't worry. They got this." Classic Tails assured her.

"Just give them time. When things are at their worst, they will prevail." Modern Tails said, continuing to watch the battle reach its climax from the side.

" _Hahahaha!"_ Xeno Vector laughs as he hovers above his enemies.

"His power's incredible…" Miguel commented while being pushed to a crater.

"This…really hurts!" Vol. 1 Ruby shouted with her face planted on the floor.

"Yo, Spidey…Think it's time to end this?" Modern Sonic asked Peter.

Peter struggles to stand on his feet, slowing getting on his two legs, radiating that fierce purple aura around his whole body. The lenses on Aura Spidey's eyes temporarily turn slitted, as well as his mask form sharp teeth that worry Vector. _"I won't lose…to someone like you…I won't let anyone down! GRAAAAAAAGH!"_ He lets out beastly roar that's a combination between man and spider, unleashing a mighty shockwave that shatters nearby windows and flings Vector away.

" _That kid…He's neither human nor faunus. What the hell is he?"_ Xeno Vector wondered in shock as Spider-Man launches himself from his web slingshot at amazing speeds.

" _You're finished!"_ Peter declared and kicks Vector so hard in the chest, he makes him crash through multiple shipping containers and into an empty warehouse, knocking him out cold.

 **BGM End**

An exhausted and depowered Spider-Man falls down on his knees and pants heavy breathes. "Pheeew! That was rough. Let's hope nothing like that ever happens again. Oh, who am I kidding." Peter joked. He stands up to see the rest of Team SSSS, the Vol. 1 Team RWBY, Sun and Penny reunite with him.

"Spider-Man! That was so cool! I didn't know you could do that!" Vol. 1 Ruby said to Peter, referring to his Aura Arachnid Mode.

"Thank goodness for that, Pete. I thought we were toast for sure." Classic Sonic speaks while accidently revealing Peter's secret identity to the Team RWBY, Sun and Penny of the past.

"WHAAAAAT?!" They all responded in surprise.

"Peter is Spider-Man?!" Vol. 1 Ruby exclaimed.

"Oh for the love of…" Both Peter and Modern Sonic face-palm.

"Well this just got awkward." Miguel casually commented.

"I wasn't supposed to say that, wasn't I?" Classic Sonic scratches the back of his head.

"Noooo." Peter said angrily at the kid hedgehog.

"I thought they knew." Classic Sonic replied.

"Only Blake at this time." Peter revealed.

"What?! You knew Peter was Spider-Man this whole time?!" Vol. 1 Weiss said as she turned to Blake.

"Uh…." Blake nervously scratches her hair with no remark.

Peter sighs as he grips on his mask, "Let's just get this over with," he says as he takes off his mask to re-reveal himself to his friends from the past, who all gasp to see Peter Parker really is Spider-Man.

"Peter…You're really Spider-Man," The Yang of this time period asked in shock, "Why didn't you tell us?"

"And why do you look a little different? You look a little taller. A little mature." Vol. 1 Weiss asked.

"Well it is my 18th birthday today. Actually, I've been 18 for over 6 months ever since I time-travel back when first entering your dimension…" Peter said.

"Time travel? Dimension?" Vol. 1 Ruby starts to get confused from what he's talking about.

Peter clenches his eyes, "Ugh. Look. I'm gonna try to make this brief and easy to understand because there's not a lot of time left."

"There really isn't." Modern Sonic joked.

"I'M Peter, but not the Peter you know right now. I'm from several months later in the future, reliving these events." Peter explained.

"Wait? So you're REALLY time-traveling?" Sun asked.

"Whooooa. So who's the other Spider-Man? Is he you in your future?" Penny asked.

"No. I'm Miguel O'Hara. I'm the Spider-Man from the year 2099." Miguel answered for himself.

"And these two," Peter points to the Sonics, "They're from a dimension different from ours. This is Sonic the Hedgehog as a teenager…" He points to Modern Sonic.

"Sup." He waved with a smile.

"And this is Sonic the Hedgehog as a child." Peter then points to Classic Sonic.

"Yo." He smiled.

"Okay. I'm really confused. Why are you time traveling?" Vol. 1 Ruby asked.

"History is changing. Being erased from time. Right now, there's this "time-eating monster" ripping through the timeline and destroying everything. We've been chasing it and it brought us here, to this time period to correct the changes that were altered." Peter explains.

"That might explain why Torchwick and the White Fang felt different, where those "Enforcers" and that "Silvermane" guy came from." Vol. 1 Blake said.

"And why the U-Foes were stronger than their historical form. If we weren't here, you all would be dead and history would be changed for the worst." Miguel told the Remnant heroes of this time period.

"Okay, I think we understand so far, but…that still doesn't explain why you hid your identity from us?" Yang asked Peter.

"Or how you did that weird transformation with your aura." Weiss added.

"That one is because I bonded with a Spider-God, among other strange things." Peter casually dropped a bombshell on his friends from the past.

"WHAT?!" The girls, Penny, and Sun exclaimed.

Peter puts his right hand in front, "Long story. And to answer your first question, it's because I wanted to keep you all safe. If my enemies knew about you, you all would be in serious trouble. I've lost too many good friends to those who figured out my secret," Peter somberly explained as he puts back on his mask, "You're all probably mad at me, and I wouldn't blame you. But right now, I need to go back to ensure you guys still have a future."

The second Time Key shows itself in the air and descends into Peter's hand. "It's another Time Key." Classic Sonic noticed.

"Second one. That leaves one more to complete the set." Peter said, using the key to open up a time hole back to the White Space Manhattan.

"We should get a move on. We don't have much _time_ left, do we?" Modern Sonic punned.

"Stop." Miguel quickly retorted, not in the mood for time puns.

"He's right. There's a _time_ and place for everything." Classic Sonic grinned at his counterpart.

"I mean it!"

"Quit it, guys. We can make puns another _time_." Peter quipped.

"GUYS!"

"Hahaha!" The three pun-masters laughed. Vol. 1 Weiss and Blake feel pity for Miguel being stuck with a bunch of jokesters. The Ruby and Yang of the past simply laugh at the heroes' terrible puns.

The Sonics and Miguel walk into the portal, and as Peter was gonna do the same someone calls him out, "Peter!"

"Hm?" Peter turns around to see Ruby, and the other members of this time's Team RWBY as they all give the confused wall-crawler a hug, "Why are you guys hugging me?"

"For good luck, silly." Ruby said as they let go of Peter.

"You're not mad at me?" Peter asked.

"Why would we be mad? We understand why you kept your secret from us. If we're still together in the future, I'm sure that means something." Weiss smiled.

"We still don't really know what's going on, but we know you can fix it. You always have." Blake smiled.

"So go out there and save our history. I'm sure "our" history is a really _time-stopper_." Yang punned, making Peter chuckled.

She gives him a good-luck kiss in the cheek, with Peter gently rubbing it. "Heh. Don't worry. I won't screw this up." Peter said.

"You better." Weiss joked.

"Are our future selves also helping you, or any version of us?" Ruby asked.

Peter's lenses widen as he tries to come up with a decent way to tell them the truth, "Uhhhhh…"

"HEY! SPIDER-MAN! FUTURE ME! WE'RE LEAVING!" A loud Kid Ruby shouts from the Spider-Buggy as she and the other Kid RWBY take a moment to wave hi at their future selves (of this time period anyway) before Tails drives into the portal.

The Vol. 1 Team RWBY stand there absolutely stunned with no words to learn child versions of themselves are helping to save all of time. The girls look at Spidey, who repeatedly looks back and forth from the portal in sheer nervousness. Peter takes one last moment to look at the Team RWBY of this time period before he awkwardly walks into the portal as it closes, leaving a really stunned, and really Team RWBY of Volume 1 behind to comprehend everything.

"Uh…" Ruby finally spoke.

* * *

 **White Space Manhattan**

The time-traveling heroes return back to a restoring Baxter Building and the people in front of the building. Jaune, Pyrrha, Johnny, Susan, Rouge, and Black Cat all find themselves returning back to normal and greet the heroes who saved them, with Black Cat and Rouge blowing a kiss to Spider-Man Prime and Modern Sonic respectively.

"We're free!" A happy Jaune exclaimed.

"Thank goodness." Pyrrha smiled.

"Thanks, gang. That's the first time I've ever been stolen." Rouge said to the heroes.

"You could say that again. Explain, Spider, why I wasn't invited to your birthday party?" Black Cat asked Peter.

"Because I didn't know it was my birthday or had a party." Peter casually answered his ex.

"You "were" always ignorant." Felicia joked.

"Where's that big, giant monster thing that took us? I want another piece at it." Johnny says, raising his flaming right arm.

"Cool your jets, Johnny. We'll find it. Just make sure everyone's safe in the meantime." Peter suggested.

"Fantastic." Johnny puts his hands on his hips, disappointed he won't take part in this time-breaking adventure.

"That's what we are." Susan chuckled.

"Where's my sister?! Is she okay?!" Jaune asked, worried for her sister, Saph.

"She's back at the park. She's fine, Jaune." Modern Sonic told him.

"Really?! Thanks, you guys! You're the best!" Jaune happily said, smiling.

"So, why are there different version of you, and younger versions of Team RWBY?" Pyrrha asked about the heroes' counterparts.

"We're gonna keep getting asked this until we're done, right?" Peter sighed.

"Yup." A tired Sonic replied that makes Peter groan.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Modern Sonic: I'm Sonic. Sonic the Hedgehog. Isn't this a nasty place in history.**

 **Spider-Man Prime: We're back in the middle of the Symbiote Invasion.**

 **Classic Sonic: You guys got aliens invading?**

 **Spider-Man Prime: Yeah, it was a thing. Not a fun time. Which is why we can't let history change here. Last thing I need is a symbiote Donald Trump controlling the country.**

 **Next time on D-Avengers: Generations-**

 _ **Venomous**_

 **Spider-Man Prime: I hate symbiotes. Why can't they leave me alone?**

* * *

 **KFX Here: To anyone wondering, yes, the "Xeno Mode" that empowers villains from the past and future was directly inspired by the dark aura stuff from Dragon Ball Xenoverse.**


	10. Issue 7: Venomous

_Issue 7: Venomous_

 **White Space Manhattan**

"What time is it?" Spider-Man Prime, swinging through the colorless city, asked as his friends make their way to upstate New York towards their next mission.

"We exist in a world outside of time. It's impossible tell how long we've been here. Weeks or months might have passed as far as I know." Spider-Man 2099 replied.

"I'm sure it's been like a few hours." Peter said.

"So why you'd asked then?"

"Because I just noticed my clock isn't working." Peter taps his watch, seeing the clock is in the fritz and showing random symbols.

On the Spider-Mobile, the Tails just finished their analysis of this zone and begins informing their friends what they've learned. "So I think we've pieced together more of what's happening…and it's not good," Modern Tails was interrupted by a loud earthquake which so happens to belong to the Time Eater. The mysterious time beast exits from its Time Hole to give the heroes a quick scare before flying into another Time Hole.

"When that thing goes through time it tears space apart, which is why Manhattan is empty and dead, stuck in this weird white limbo." Classic Tails started explaining.

"When the Sonics accelerate through time they fix space, returning color and life, leaving the Spider-Men to swing in and correct history, returning the heart and spirit to the world." Modern Tails explained.

"That makes no sense but I'm inclined to believe it." Peter joked.

"Then I guess we have to run like there's no tomorrow, or there won't be a tomorrow!" Modern Sonic shares a nod with his younger self.

"How close are we to the Time Hole?" Classic Sonic asked.

" _We're just about there, at the Xavier Institute."_ Lyla answered.

Right on que, the time-saving heroes arrive at the entrance of the Xavier Institute, home to the mutants. Peter opens the colorless gates and they start walking forward, passing by the numerous mutants drained of color and left like statues. "So what's this place about?" Classic Sonic asked.

Peter begins explaining, "This is the home for the mutants. They're different from humans, which leads to them getting discriminated by the world."

"So they're like Faunus?" Kid Blake asked.

"Yeah. They're your dimensional cousins," Peter answered while Kid Ruby, Kid Yang, and Classic Tails check out the different mutant statues in the courtyard, "Charles Xavier spent years trying to bridge the gap between humans and mutants. It's been getting better, much thanks to the X-Men. I'm sure in a few more years, mutants will be seen in a brighter light."

They then find a time portal, as well as three more friends drained into statues. "I assume these are more of our friends?" Kid Weiss asked.

"Mm-hmm. These are Espio, Ilia, and Kitty Pyrde. Kitty is one of the X-Men." Modern Tails answered.

"Let's not waste any more time." Modern Sonic tightens his glove.

"Please tell me that was unintentional?" Miguel asked as they take the Spider-Mobile into the past once more.

* * *

 **Seaside Hill**

 **BGM-Sonic Generations OST-Seaside Hill (Modern)**

The portal opens in a gorgeous seaside island with checkerboard-designed cliffs, nearby some ancient ruins. The gang race out of the portal and begin venturing through the island. "Looks like this zone is a little more stable. We just need to find the portal here that'll take us to the change in history," Miguel informed the group, "So Sonic. Care to tell us where we are this time?" He asked the teenage hedgehog.

"Was that a pun?" Modern Sonic smirks while quickly dispatching Egg Pawns and Spinners.

"N-No. I didn't mean it. Completely unintentional." Miguel retorted.

"Haha. Yeah I remember this place. This is Seaside Hill. Me, Tails, and Knuckles traveled through here when Metal Sonic took over the Eggman Empire. At the end of day, we kicked his butt after he turned into a giant dragon monster thing." Sonic grinned.

"I'm looking forward to that adventure." Classic Sonic smiled.

"You're getting a taste of it now. This place is _sweet_. Just avoid the water." Modern Sonic advised.

"Don't have to tell me twice." C. Sonic replied.

 **BGM End**

Peter was showing off his spectacular parkour skills on the moving ruins when his Spider-Sense tingles to a person in danger. "Is someone in trouble?" He asked himself. He sticks to a wall and looks down to see a squadron of Egg Pawns about to surround a beautiful young, human woman. She appears to have fair skin, pale blonde hair, and light blue eyes. Her hair is wore down, with a small section of it tied into a small bun that traits some of the hair down below it. Most of her bangs were tied back, aside from a large lock that framed her face to her left. She wore a white, sleeveless shirt with a raised, pale blue collar and a blue rhombus-shaped crystal on the upper chest. Her long, high-waisted skirt was white with a faint purple tint and a purple sash around the waist. For accessories, she wore gray, circular earrings and a pair of dull brown bracers, and her long fingernails were painted pale lilac. She's also seen holding a staff with a green crystal attached on the top.

"That's woman in trouble. Better go help out," Peter told himself, "Guys! Over here," He shouted to his friends to follow him as he drops down.

The Egg Pawns slowly approach the young maiden with their weapons aimed at the defenseless lady. But this woman doesn't seem that defenseless. She stands her ground and charges up a red energy in her hands. Just as she's about to attack, Spider-Man Prime stomps down on an Egg Pawn.

"Huh?" She gasped.

"Don't worry, miss. We got this." Peter assured her as the rest of his friends show up to help. "Trying to attack a lady isn't the best way to ask for a date. Then again who am I to talk, I'm not an expert either," The webhead quips as he destroys two Egg Pawns. Miguel slashes and the Sonics spin attacks some Pawns. Even the Tails get in on the action using their tails, all while Kid RWBY enjoy the show from the Spider-Mobile.

"Think that's all of them." Classic Sonic said after destroying the last Egg Pawn.

Peter walks up to the lady they just saved, "Are you alright, miss?"

"Yes. Thank you. Though I'm confident I could've taken them on myself." The Lady replied.

"I'm sure you would. Any reason why you're here?" Peter asked.

The Lady shakes her head, "No. I don't really know how I got here. I was in the middle of walking until some "portal" appeared and sent me here."

"The distortion in time is getting worse. Your lucky we were here." Miguel said.

"Distortion in time? I don't understand what you mean." The Lady asked, confused.

"It's hard to explain. Simply put, the world's in danger and we're trying to save it." Peter told her.

"Save the world? Isn't that a task a little too big for children?" The Lady asked, not thinking they're up to the task.

"I'm 18. I'm an adult." Peter remarked.

"We saved the world plenty of times. It's really fun. A good pass time." Modern Sonic grinned.

The Lady smiles, "Forgive me then. You all do seem pretty capable warriors. Especially you…" She turns to a crossed-arm Peter Parker, who is confused by her statement. With a simple wave of her hand in front of Peter, powered by her magic that surprises everyone else, she is able to see a thin, pulsing purple aura surrounding the web-slinger.

' _What was that? Magic? How did she do that?'_ Peter thought in his head.

"Amazing…You possess a power greatly unusual to me. It's like the light and darkness within you have found unity, divine in nature somehow," The Lady senses Peter's Perfect Synchro aura, a divine technique most gods couldn't achieve, "And I sense another power, one fierce and animalistic…" She also senses the Spider-Totem God bonded with Peter, Ero, "Are you a god by any chance?"

"No way! I'm your Friendly Neighborhood Spider-Man." Peter replied, pointing to himself.

"Spider-Man? I have never heard of a name like that before." The Lady remarked.

"I take it you're not from New York then, and probably not from Mobius either. Maybe Remnant? There is something about you that feels familiar." Peter ponders for a moment before asking another question to the mysterious lady, "What's your name, exactly?"

"My name? It's Salem." She introduced herself.

The moment she gave out her name, Peter, Modern Sonic, and Modern Tails's eyes widen in shock and fear because they know someone else that goes by that name. The immortal witch that has plagued Remnant in darkness for centuries with her Grimm, and a member of the Masters of Evil that has almost brought multiple dimensions to their rule multiple times in the past.

"Hi! My name is Ruby!" Kid Ruby nonchalantly introduced herself to Past Salem, breaking the shocked tension.

"Hello." She warmly replied. She turns back to the shocked heroes, "Are you okay?"

"Y-Yeah, yeah. We're just…surprised, because we know someone else that goes by that name." Peter did his best to keep his cool and not sound so nervous or worried.

"Oh really," Past Salem giggles, "What a coincidence. Would like to meet this person one day."

"Yeah…" Modern Sonic nervously chuckled while rubbing his quills, "I guess you're coming with us. We can't exactly leave you here."

"That would be nice. I was in the middle of something very important before I was sent here. I need to hurry back as soon as possible." Past Salem said.

"Sure thing, lady. We'll get you back in a jiff. Just hope on the Spider-Mobile and we'll be on our way." Classic Sonic gestures her to the Spider-Mobile.

"This is a very weird carriage." Past Salem said, taking the passenger seat next to Modern Tails while Classic Tails moves to the back with Kid RWBY.

Miguel notices Peter and M. Sonic sighing and asks, "What's wrong with you two?"

"Uhhhhh…" The Dimensional Duo has no real words to say, "We'll tell you on the way." Peter finally speaks.

* * *

 **BGM-Sonic Generations OST-Seaside Hill (Modern)**

"So, she's a bad guy?" Classic Sonic has a private conversation among the members of Team SSSS as the whole gang, now accompanied with a past version of Salem, continue their adventure through Seaside Hill.

"In the future, yeah. But it seems in the past she wasn't all that bad." Peter said, taking a look back as he swings to see Past Salem playing around with Kid RWBY and Classic Tails on the Spider-Mobile. "Wonder what turned her to a crazy immortal lady that wants to destroy everything?"

' _It's a pathetic little tale if you ask me.'_ Ero telepathically talks to Team SSSS.

"Wait. You know about Salem's past?" Peter asked his other.

' _Yup. I told you before. I've hunted in Remnant a couple of times, even in its distant past.'_ Ero said.

"Care to tell us what made her so crazy?" Modern Sonic asked the divine beast.

' _I'll try to make it brief. Millennia ago, Salem was locked up in a tower until a warrior named Ozma freed her.'_ Ero privately told the history of Salem to Team SSSS.

"Ozma? You mean Ozpin?" Peter asked.

' _Yes. His original identity before he reincarnated. Back then, he and Salem held a brief romance before he succumbed to a sickness and passed away. Salem thought the Brother Gods, the God of Light and God of Darkness, could bring him back, but they refused. This drove her to a fit of rage, and as punishment was cursed with immortality. She tricked the humanity of her time to retaliate against the gods, only to bring them to their own destruction, leaving her as the last remaining human left, at least for a little while. I was there when it all happened, minding my own business. After the gods left, she then foolishly believed the pool of Grimm would kill her, but instead it corrupted her. Turning her to an immortal nuisance of destruction.'_

"And you didn't stop this whyyyy?" Peter asked.

' _I was on another mission protecting the multiverse. You know I despise cleaning another god's mess, unless it affects all of reality,'_ Ero replied, _'When Ozma was first reincarnated by the God of Light to destroy Salem, even though he 'clearly' knew it was impossible, the two pathetic lovebirds reunited. They used their magic to act as gods and ruled the new world. Even had children together.'_

"You must be kidding." Modern Sonic remarked on the thought Ozpin and Salem had kids.

"I wonder what those nights were like." Peter joked.

' _Well one night the children died after Ozma retaliated against Salem, and the two became mortal enemies. The rest is history.'_ Ero finished the tale of Salem's tragic past.

"So the reason she's evil is because she wouldn't let go, and now has to fight the boyfriend she wanted revived in the first place? That lady has some shockin' problems." Miguel remarked.

' _Arrogance and romance do not mix together. This is why I don't bother chasing a relationship. I mean, ask Parker and his track record with women.'_ Ero joked.

"I never went crazy when Gwen died. I was certainly heartbroken, but not to the point where I want the world to end. I just moved on. And also, why didn't you tell us about this earlier?" Peter asked his other why he never bother telling the story of Salem to him and his friends in the first place.

' _You never ask.'_

"Typical."

"Now that we know she turns evil in the future, isn't it best we tell her to prevent from becoming a crazy witch that wants to destroy the world?" Modern Sonic asked, thinking to change Salem's past for the better of the world.

"That is a terrible idea," Miguel objected, "We've already seen the dangers of screwing with the past! We're trying to correct history, not alter it to our likening!"

"Ah, c'mon. Seriously?" Peter remarked.

' _He's right. Like it or not, Salem has become integral to recent history. She must stay on this path down to darkness if we want to avoid repercussions in the timestream.'_ Ero agreed with Miguel to not change Salem's future.

"I hate time travel." Peter sighed.

Then, Modern Sonic smiles as he got an excellent idea, "Well the least we could do is give her a good time before she becomes evil full-time." He turns his head back to Past Salem in the Spider-Mobile, "Hey Salem!" He shouted, getting her attention, "As our special guest, we're going to show you the time of your life!"

"What do you mean?" She asked.

"Just watch!" Sonic grinned.

The heroes decided to have a little fun with this kinder Salem, like showing her the stunning sights of whales jumping from the oceans and the giant turtles swimming in the vast ocean. They run through a loop-de-loop and launch to a race track with bobsled. "This is a bobsled. It's loads of fun." Modern Sonic helps the young sorcereress how to drive a bobsled. After she crashed to a wall three times, much to the face-sweats of Team SSSS, she soon got the hang of this "futuristic" vehicle and had a little race with the heroes.

"Try to keep up with us, lady!" Peter taunted while swinging ahead of her.

"Give me time, little spider." Past Salem gave a little smirk as she's actually having some fun.

Once that was done, and running away from a giant Chopper badnik, they find themselves exploring the insides of an ancient palace. "Where are we?" Kid Yang asked.

"This looks to be an old water palace. We don't have something like this where I come from." Past Salem commented, not noticing Classic Sonic and Peter almost drowning underwater.

After they escaped that and the palace, as well as nearly avoiding death from the rolling circular rocks with spikes on the sides, they finally arrived at the time portal. "It's the time portal!" Classic Tails spotted.

"It looks like one of the portals that brought me here." Past Salem noticed.

"Once we gain the Time Key here, we can probably use it to send you back to your timeline. I should warn you. This is where things get dangerous." Peter told her.

"I can handle myself." Past Salem replied.

"I am "very" aware of that." Peter said, despite this being a younger, less experienced, and definitely weaker version of the Salem he knows, he can tell she can still hold her own. "C'mon. We don't have time to waste. And no, that wasn't a pun because it's a very obvious one," He quipped as they all enter the portal to the change in history.

 **BGM End**

* * *

 **Manhattan, New York (Flaming Web of Light and Shadow Timeline)**

 **BGM-Spider-Man: Shattered Dimensions OST-Lock Down**

In this chapter in history, New York was hit with a massive symbiote invasion led by Eddie Brock, also known as the vicious Lethal Protector Venom, and the Salem of this time period as a full-on villain. Most of New York citizens were infected by the symbiotes, some acting like zombies and the others acting like out-of-control monsters. The Time Patrollers arrive at the war-filled courtyard at Stark Industries, at the time acting as a base for S.H.I.E.L.D., which is currently being invaded by symbiotes after the electric gates guarding the base was losing power and needed to be fix, which left the Resistance open to an assault.

"What are those things? Aliens?" Classic Sonic asked as he watches S.H.I.E.L.D. agents fighting against the symbiotes.

"Those are symbiotes. We've arrived back in the middle of the symbiote invasion." Peter remembered his history point.

"And we all remembered who started THIS mess?" Modern Sonic crossed his arms, obviously referring to Salem, or specifically her future self.

"Who are you talking about?" Past Salem asked, frightening Sonic.

"I just forgot." He lied, making the rest of Team SSS face-palm.

"Hrrrraaagh!"

Peter heard a familiar battle cry and turns to it to find it belonged to his crimson rival, Cinder Fall fighting against a horde of symbiote monsters along with Mercury Black, Ilia, Black Widow, and Winter Schnee, just like in the original timeline. _'That's right. Cinder was helping us at this time. This is when she had her Toxin symbiote. Doesn't look like she unlocked it yet. That comes later when she's fighting Carnage.'_ He thought in his head. He then takes a closer look to see Xeno-enhanced Symbiote Public Eye troopers have entered this timeline and are making it difficult for the heroes of this time to protect the base, "O'Hara. Your Public Eye buddies have been symbiofied and is attacking this time period."

"We have to get rid of them fast and correct this timeline." Miguel said.

"Tails. Salem. Take the girls to a safe place to hide and protect yourselves." Peter ordered the Spider-Mobile gang.

"No! I want to help you fight!" Past Salem argued.

"You can help me by protecting my friends! I DON'T want them hurt!" Peter stared into the eyes of the woman who'll soon be one of his greatest enemies in the future. Salem could tell he means his words, and has the slight feeling he's also lost people close to him in the past, just like her beloved Ozma.

She stares at him back, "As you wish, Spider-Man." She said calmly.

"Thank you. Now go!" Peter says and they left as ordered, leaving Team SSSS to fix the timeline here. The team split into two to tackle different sections of the base that has the Symbiote Public Eye goons. Spider-Man Prime launches a webline and zips over to punch down one of the infected, reuniting with the Cinder of this time in the process, "Hey, Cindy. Haven't seen you in a long while."

"What are you talking about? We've been working together this whole time, much to my displeasure." Cinder uses one of her swords to slash a symbiote snatcher while talking with the webhead. After killing another symbiote, she becomes shocked to see Spider-Man 2099 in the scene fighting the Symbiote Public Eye.

"Bonding with an alien isn't gonna help you be better cops!" Miguel quipped, kicking an infected and immediately follows up with a web throw to more infected people.

"Two Spider-Men?! What is going on?!" Cinder asked, confused.

"Would you believe me that I've been time-traveling?" Peter asked, using his Arachnid Claws to demolish more infected symbiotes.

"Oh swell. Then I assume we survive this?" Cinder asked, just accepting Peter's time-traveling story.

"Not if we take down these guys." Peter directs her to the Xeno-enhanced Symbiote Public Eye cops.

"Hmph. Not a problem." Cinder summons another flame sword from her ISO-Dust clothing for some dual-wield action, ripping through the Public Eye like nobody's business. Spidey blasts his foes with repulsor webbing before seamlessly comboing them into his razor-sharp energy claws and slamming them into oblivion with a repulsor-made web hammer that unleashes a powerful shockwave upon impact.

Modern Sonic does some homing attacking on infected Public Eye among other normal symbiote monsters. Classic Sonic perform some spin dashes that instantly destroys a couple more symbiotes, leading him with an encounter with Black Widow and Winter Schnee from this time period.

"What the-Sonic the Hedgehog? How did you get here? We're surrounded by a dome that prevents inter-dimensional travel." Black Widow asked the little hedgehog.

"That's because I've been doing a little _time-traveling_. There's a difference." Classic Sonic joked.

"What? Time travel?" Winter questioned, wondering if he's joking.

"Yup. That's right." Modern Sonic lands next to his younger self, surprising the two special agents to be meeting two Sonics.

Widow grunts, "Great. I assume then the space-time continuum is in danger?"

"Right again." Modern Sonic smiled.

"Just what we needed," Widow said, not liking that she has to deal with the current symbiote invasion but also the fabric of time at the risk of destruction, "Well now that you're here, make yourselves useful."

"Okay!" Both Sonics replied and dashes off to smash through any symbiote they see with their speed.

Leaping from rooftop to rooftop comes the red and bulky powerful symbiotes called Symbiote Berserkers. They let out a monstrous roar and start rampaging through the barricade, ramming through every human solider that thinks they could hold their own towards the main gate of Stark Tower. Some of the symbiotes even found Tails' group in their hiding place. While the Kid RWBY are scared out of their mind, they're lucky to have both Tails and Past Salem helping them out. The Tails uses their respective spin attacks to destroy a Symbiote Berserker while Salem launches lightning magic that stun and kill a group of symbiotes.

"These creatures are mindless beasts bent on destruction. They remind me of the tales I've heard of the God of Darkness and his "Grimm"." Salem said while blasting every symbiote that comes her way.

"They're called Symbiotes. Alien parasites that bond with your body and mind, corrupting you and turning you into a monster. It's best not to get near one." Modern Tails advised, tail-swiping a Symbiote Slasher.

"I will keep that in mind." She says, having no idea she does that anyway in the future.

 **BGM End**

Right outside the main gates, a group of three S.H.I.E.L.D. troops continue to shoot down more and more of the incoming swarm. "Yee-haw! That's right, little doggies! Have a full frontal face of electric plasma," One of the blue-armored agents quipped, using his energy rifle and headshotting some of the Snatchers, fist bumping every time he gets a direct shot. Unbeknownst to this cocky cowboy, a medium sized goop of red slime crawls through the surface of the battle zone and towards this agent with an old western accent. As it gets closer to its target, it quickly attaches to his feet, getting passed the man's armor and starts to take over him from the inside, creepily laughing unlike other symbiotes.

"AHHHH! IT'S ON ME! IT'S ON ME!" The S.H.I.E.L.D. agent screams out in horror and pain as he could feel that red symbiote trying to take over his body, but it's not trying to take over his body, instead causing its host to pucker up like a balloon, scaring his fellow officers when they see numerous red tentacles pop out from the dude's armor and skin, causing him to bleed extensively before blowing up, splattering red blood all across the men and the floor, with that same red goop falling down to the ground.

 **BGM-Dragon Ball Xenoverse OST-My Full Power!**

With the soldiers stunned from that gruesome explosion, the red slime slowly starts to take a familiar, crazed looking form that has psychotic looking white eyes, sporting a sickening red-and-black body of skin, and a large, demon-like mouth with small, black teeth. _**"You should run while you have the chance,"**_ The red symbiote monster starts crazily laughing, enveloped in his own dark Xeno Mode, decimating the officers with his body tentacles before turning his attention to more humans to stab and murder for his enjoyment.

"Carnage!" Spidey, standing with Modern Sonic shouts to get the crazed symbiote's attention.

" _ **Well, if it isn't our friendly neighborhood bed-bug. I've been looking forward in trashing your style for good, maaaan!"**_ Carnage cackled.

"Oooo! That sounds so much fun," A pale man with gold eyes and a brown ponytail, sporting a white sleeveless jacket and an actual scorpion tail from his back hops down next to Carnage, "Hope you don't mind slicing the pie with me, maaaan!" This man cackled, almost sounding as insane as Carnage and enters his first-stage Xeno Mode.

Peter and Sonic instantly recognized this new madman's nature as they begin to fight, "This guy's a faunus. What timeline did he fall from?" Peter asked, avoiding the scorpion man's stinger.

' _I believe that's Tyrian Callows, once a crazed, psychotic member of Salem's group until he was killed by Goblin,'_ Ero answered, _'Either he's been snatched from the past or another timeline is irrelevant at the moment.'_

"Right. We need to take this guy down, and make sure Carnage fight Cinder, or else she won't unlock her symbiote." Peter says, spin flipping back from Xeno Tyrian's tail slam, "Dude, the whole scorpion motif been taken like twice. I see you more as a crazed clown with green hair. It would look really good on you," He joked, webbing up Tyrian to be ready to throw at Carnage, who was busy fighting Sonic. Carnage growls as he extends his symbiote tentacles from his chest to sting Sonic. The hedgehog was able to dodge the attacks but was left caught by a laughing Tyrian's tail and throw right back at Spider-Man.

"It feels so good working with a fellow madman." Tyrian cackled madly.

" _ **We are going to pain the town red, right after we've killed you and my daughter. Then I'm coming after the old man and the oldbag myself."**_ Carnage laughed insanely, referring to Venom and Salem at the end there. Carnage's eyes glow yellow and powers up his Xeno Mode, activating his unlocked Semblance from this time. His power also him to reanimate the dead S.H.I.E.L.D. agents and mutate into lesser, feral versions of Carnage himself. With the heroes occupied, Carnage leaves Tyrian to deal with them while he goes and fights Cinder.

"Forgot about this. Carnage had the power to reanimate the dead." Peter said.

"Why does a serial killer have the power to bring back the DEAD?" Sonic asked while fighting the reanimated symbiotes.

"At least it's only temporarily." Peter replied.

Meanwhile, Miguel and Classic Sonic are having trouble with their own time-displaced Remnant foe enhanced to his Xeno Mode. Miguel gets buried by the heel of a big and muscular tough guy called Hazel Rainart, with the future web-slinger having trouble breaking free from his big boot.

"Urgh! Get off me, tiny!" Miguel mocked before getting crushed again.

"I'm going to crush you like the insignificant bug you are." Hazel threatened. Too bad the man was ready for C. Sonic's spin attack from behind, freeing Miguel and allowing him to stand. Hazel stumbled a bit and turns back at the heroes, hardly scratched.

"This guy's a toughie. This might take a while." C. Sonic noted, commenting on Hazel's incredible endurance.

Already tired of games, Hazel takes out his secret weapons, two Xeno-powered Lightning Dust that can be used in this dimension. "Let's get this over with," He injects himself with the raw Dust crystals, infusing their power into himself, causing the veins in his arms to glow, his muscles grow, his eyes shine menacingly, and even his voice becomes distorted.

"Aw shock." Miguel cursed.

Hazel fires blasts of dark electrical energy at them. "Yeah, literary." C. Sonic joked after they dodged his fierce attack. With every blast, the quick heroes avoid, making it hard to close the gap to get a decent shot on him.

' _How is he not feeling the pain from those crystals? Maybe he has some special power that renders him insensitive to pain.'_ Miguel guessed correctly. He unleashes a flurry of webbing that wraps up Hazel like a Christmas present for C. Sonic to unwrap and beat up. It didn't last as Hazel freed himself by unleashing the electricity from his body, then punches the ground to discharge a shockwave of energy that knocks them away. _'He's too powerful. Gotta find a way to weaken him. Maybe if I yank the crystals off his body…'_ Miguel uses an Accelerated Decoy to trick the muscle man to attack so he could leap aside and painfully web yank a crystal from his arm.

"Ow! Miserable bug! Don't you think I don't know what you're trying to pull!" Hazel growled and fires a weakened lightning blast Miguel again avoids with his Decoy to give him a chance to kick vault over Hazel to web yank the other crystal, weakening him of his Dust enhancements and making him vulnerable to fierce attacks.

"I know, and you still fell for it!" Miguel web strikes in and starts beating on Hazel like no tomorrow, using the full force of his spider strength that Hazel underestimated, not giving the guy the chance to use another Dust to increase his power. He slashes his sharp talons on the man's face when he didn't expect it, blinding him temporarily and keeping him distracted from using his pain suppression Semblance. Classic Sonic returns to join in on the fun, overwhelming Hazel with all-around spin attack action.

' _Got to wrap this quick!'_ Miguel narrowly avoids getting grabbed by the leg and sticks himself to Hazel's back. He opens the mouth area of his mask to reveal his venomous fangs. "You might not enjoy this, and I wouldn't care." Miguel takes a good, long bite on Hazel's shoulder, injecting him with a highly toxic paralyzing venom that shocks and stuns the muscle man.

"OW! You BIT me?! How…did… you…" Hazel starts to kneel and fall face down on the floor, unconscious.

"With my fangs. Which inject a paralytic venom that not even YOU can resist." Miguel said to the defeated Hazel.

"Take that, tiny." C. Sonic taunted with a smirk.

Back with the Amazing-Modern Duo, the two are still dealing with the reanimated symbiote soldiers along with avoiding a cackling Xeno Tyrian's poisonous tail. "C'mon, little heroes. I just want you to have a little taste." He said in a crazy, psychotic tone.

"My diet doesn't need poison. It'll make me fatter than usual." Spidey quipped. He blinds Tyrian with his webbing, then surrounds himself with a dome of his non-lethal explosive webbing. With a loud grunt, the dome explodes, destroying the reanimated symbiotes and blow Tyrian to the ground. Just as he gets up, Sonic homing attacks his chest, flipping over and stomping on his tail, causing him to screech in pain. The crazed faunus was then grabbed by Peter's web and yank to his fist, ripping off his tail in the process. "Sorry about the tail. I'll show you where to get a new one. I hear it's free!" Peter web throws a screaming Tyrian up high to the highly electrical inter-dimensional barrier that surrounds Manhattan to prevent escape, electrifying Tyrian and eliminating his aura completely before he falls down as a roasted, tailless scorpion.

 **BGM End**

"He's taken care of. Now what?" Sonic asked Peter what's their next mission.

"AAAAAAAAAAH!" The sound of a teenage girl screaming her lungs captures the two's attention.

"That scream! Ilia! Oh no!" Peter, along with Sonic, turns to see Ilia getting infected by Carnage, transforming her to a symbiote version of herself with the characteristics of an actual chameleon. Miguel, Classic Sonic, and Mercury confront the infected Ilia, who also gained her own red-eyed Xeno Mode.

"Damn it! She's been infected!" Cinder remarked.

Carnage cackles as he stands behind his new pet, _**"Now your friend is my friend. Think of the damage we could cause together now, maaaan!"**_

"At least history's back on track. That's good." Peter said unsure as even though this's supposed to happen, he still doesn't like seeing his friends in trouble or get infected by symbiote goo.

Modern Sonic then hears a loud growl and the sound of a large leap being made, "I dunno about that."

 **BGM-Dragon Ball Xenoverse OST-True Enemy!**

Landing next to Carnage is a symbiote that looks remarkably similar to Venom, except his white spider symbol looks more lose and not painted on his body, and his white, flaming-looking demonic mask surrounds the red portion around the pupilless eyes. This Venom-like monstrosity growls, sticking out his abnormal tongue as his Xeno Mode activates, granting him his own dark aura as he confronts Cinder.

"Are you…Venom? No. You're not him." Cinder noticed that this Venom isn't the one she's familiar with.

" _ **How observant you are."**_ Xeno Venom 2099 replied.

"Holy shock! That's Kron Stone! My brother!" Miguel exclaimed, surprised to see his evil half-brother in this timeline.

"Brother? I thought this guy was the Scorpion!" Peter replied because of his recent encounter with Scorpion 2099 who was also named Kron Stone.

"That must've been one from another timeline. We got to stop him before he messes this one up!" Miguel said. The Spiders leap over to assist Cinder fighting the powered-up Carnage and Venom 2099, leaving the Sonics and Mercury to fight Symbiote Ilia, "Hello there, Kron. What a nice family reunion."

" _ **Brother,"**_ Venom 2099 blocks a fierce axe kick from his little brother, _**"It's so nice to see you again."**_ He whacks Miguel out of his sight just as Peter web strikes in and punches Venom, which didn't do much against him, _**"And you must be the other spider,"**_ He licks his long tongue on Peter's mask, _**"Mmm. Tasty."**_

"Urk. Gross." Peter grabs the tongue and throws him, slamming the future symbiote beast to the ground, "Getting tired of you symbiotes thinking I'm a buffet." Kron growls and morphs his right arm to a large tendril to whip the Spiders and cause some damage in the field. The Spiders quickly got back on their feet, "Let's see if your weaknesses haven't improved over the century." Peter fires flaming web bullets to burn and weaken Kron's symbiote, causing it to scream in agony while Miguel just beats on him.

Kron roars as the dark energy enveloping him grows stronger. He unleashes an explosion of energy, which creates a spherical field of energy around himself, launching out multiple energy sphere that bounce around like marbles and throwing the whole battlefield into chaos, knocking the Spiders like ragdolls.

Nearby, Modern Sonic and Mercury give off some impressive kick action on the infected Ilia. They continue comboing her, not giving her a chance to breath, then leaves Classic Sonic to deliver the spin attack finisher, but it wasn't enough to put her down for a second. "C'mon, Ilia! Work with us here! Get that thing off of you!" Modern Sonic pleads to Ilia's inner spirit but all he receives is a monstrous roar.

"Don't think she could hear you, dude!" Mercury replied.

The monster chameleon electrifies her tail and slams it on the three heroes. They dodged it, only to see her stick her tail to the ground, protruding numerous, lightning tentacles to pop out and almost pierce their bodies. "Darn these tentacles! Such a pain!" Merc complained.

After narrowly avoiding death by electrified tentacles, they notice their former friend is nowhere to be seen. "Where'd she go?" Classic Sonic asked while scanning the area.

The three dudes barely avoiding leaping away from invisible claw swipes. "Chameleon. Riiight." Modern Sonic remembered Ilia is a chameleon faunus that can practically turn invisible.

Back with the Spiders, Miguel locks elbows with his symbiote brother, allowing Peter to kick him away in the face. The Spiders pant from near exhaustion. "How long do we have to keep this up?" Miguel asked his counterpart.

"Give it another moment. Looks like they're almost ready." Peter looks back to see Cinder getting punched by a large, red fist from Carnage.

 **BGM End**

" _ **You're in possession of something that shouldn't exist in this universe, and it's my job to straighten the natural order,"**_ Carnage uppercuts the crimson-dressed woman right from the jaw, blowing her away a good length, _**"Usually I like the natural order to be broken into millions of pieces, but you're an exception,"**_ He then extends his foot to stomp onto Cinder, pushing her away to the walls of Stark Industries, further weakening her, _**"You're an abomination that needs to DIE right now, and I'm the perfect man for the job!"**_ He furiously roars and commands his symbiote to unleash everything it's got, firing an uncountable amount of piercing, sharp, pointy tendrils that are small enough to stab right through each of Cinder's vital organs. She chokes out blood before falling to her knees in pain. And with a clear opening, Carnage fires a dark energy ball from his mouth and shoots it at Cinder, getting a direct hit that causes the rubble from the tower to fall on top of her.

 **BGM-Dragon Ball Xenoverse OST-Power of a Super Saiyan God**

" _ **Hehehehahaha! Huh?"**_ Carnage stopped laughing as the rubble that buried Cinder is scattered in a chaotic vortex of energy. Emerging from the vortex is Cinder in her Toxin Symbiote form, wearing a headpiece and a full-length crimson haori, and a kimono-style jacket that flickers red flames plastered with her tattoos and a red/black stylized spider emblem.

"Yes! History's back on track," Peter fist-pumped as he watches the transformed Cinder overwhelm Carnage. He turns back to Venom 2099, "Now all we need to do is beat this guy and we're done."

The monstrous symbiote from the future roars in anger and attacks the Spiders with frantic tendrils strikes. The Spiders were able to dodge his furious attacks thanks to Miguel cutting them up, giving Peter the chance to launch a Sonic Disrupter disc from his web shooter to harm and weaken the symbiote threat as it yells in pain from the loud noise. _**"The noise! Make it stop!"**_ Kron shouted.

"Sure thing!" Miguel fires a united punch with Peter on Venom, sending him flying. Venom tries to stand up straight but was attacked from behind by Past Salem, who attacks him with numerous fireballs.

"Die, creature!" Past Salem said.

Venom 2099 roars at her, only to be left grabbed by Peter and yanks him into a spider aura-shaped fist, slamming then uppercutting him to the air temporarily, yanking him back down for Miguel to defeat with a powerful punch.

"Thanks!" Peter said, grateful for Salem's cooperation as he sees her nod with a smile.

Meanwhile, Modern Sonic is kicking Ilia from all sides with his lightning speed, making it really difficult for her to properly attack him. Mercury lunges in with a single dropkick, knocking her back for Classic Sonic to wrap her with multiple electrical power lines he found lying around. "This is for your own good!" He said before the power lines start electrocuting the symbiote off of Ilia, freeing her from its corruption.

"You okay, Ilia?" Modern Sonic helped her up.

Ilia groans and rubs her face, "Yeah…I think so…Thank you."

Carnage dances and spins around his hand blades, continuously firing dark mouth blasts to harm Cinder, but most keeping missing thanks to her new speed and agility. She kicks him in the mouth, elbow his chest, and stabs him in the heart. Before she could finish the job, the symbiote goddess senses the SHIELD jets about to drop bombs on the infested compound. _**"Ooo. This'll be a much better finisher for you. Bye, dad."**_ Cinder leaps away just in time to avoid the numerous bombs decimating and destroying all the remaining symbiotes left in the area, saving the Resistance base and correcting the timeline.

 **BGM End**

The smoke dissipates with the surviving heroes coughing heavily after the big explosion. Cinder takes off her symbiote, "Is everyone alright?" She shouted.

"Yeah, for the most part I think." Mercury said, completely wiped out and exhausted from that intense fight.

Cinder scans the area for the time-traveling Spider-Men and Sonics but can't seem to find them. "Where did they go?" Cinder asked herself, not seeing the Time Patrollers have already left in a Time Portal after collecting the Time Key.

* * *

 **Remnant (Past Version), Domain of Light**

The Time Hole opens up below the staircase of a golden-flowered place that leads to the God of Light's shrine. The heroes walk out of the portal to bring Past Salem back to her time. "So this is what Remnant looks like in the past." Modern Sonic commented on the sacred place.

"We stand on the outskirts of the God of Light's sacred shrine." Past Salem said as she turns around to face her new friends. "Thank you all for bringing me back here."

"You sure you want to stay here? The timeline's still unstable." Peter said, thinking she should stay with them for a little while.

Salem shakes her head, denying Peter's request while holding Ozma's staff, "I'll be fine. I'm confident you all will fix things soon."

"We will. Just take care of yourself." As Peter and the others start heading back to the portal, Salem stops them with her voice.

"Wait!"

"Hm?" Peter turns his head around.

"I have a request that I hope you would fulfill." She said.

"Who wins the first World Series?" Peter joked.

Salem responds with a confused face, "What? No. I ask if you would travel back to the past to save a man named Ozma before he fell ill." She requested, shocking the heroes with her request.

"Sorry, lady. That's impossible." Miguel told her.

"Explain…" Salem glares at the future spider with a serious, angry face.

"You've seen it yourself. Any attempt to change the past is a big risk. Just a small change could destroy the world." Miguel argued.

"So…you won't do it then?" Salem asked.

"The future will be-."

"I HAVE NO FUTURE…NOT WITHOUT HIM!" Salem shouted, causing her voice to echo throughout the Domain, scaring the heroes with the sudden shift in tone.

"What the future man means is, there's no point changing the past because he comes back to life anyways really soon." Peter quickly said to calm her down.

"Really…?" Salem replied, starting to sound calm.

"Yeah, yeah! We're actually good friends with Ozma in the future. Great guy. Just follow your own path and you'll see him soon." Modern Sonic said with the face-sweats, internally regretting his words.

"So…" Salem turns to the staircase leading to the elder god's shrine, "If I go up there, I'll have my wish granted? He'll be brought back to life?"

"Yeah. You two have a "happy" future together." Peter sheepishly smiles, but internally he's groaning in shame, directly leading Salem to the road of darkness.

A happy and tearful Salem runs up and hug the Amazing-Modern Duo, making them very uncomfortable, "Thank you SO much. I am forever grateful to have met you people."

"Your welcome…" Modern Sonic sheepishly smiled, completely unsure, "Can you let go? We need to stop all of time from collapsing."

"Right," Salem lets go of the two and smiles at the heroes, "Good luck. I'll be praying you'll save us all."

"Bye-Bye!" Kid RWBY waved good-bye to the beautiful maiden as she does the same, watching the heroes travel back to the White Space zone. Once the portal closes, Salem walks up the stairs and proceeds to follow her destiny as the ultimate terror Remnant has ever encountered.

* * *

 **White Space Manhattan**

"We just doomed the future." Peter says, sighing as the heroes return to a restoring X-Mansion and its inhabitants. Even though it was for the good of the timeline, it hurts him to see a kind-and-loving lady like Salem destined to descend into darkness.

"Sorry," Miguel apologized, "If there was any other way to save her, I would tell you. But changing the past…there's no telling the consequences."

"At least we know Salem wasn't always a bad person. Maybe there's a way we can save her in our time." Modern Tails said with a hopeful smile.

' _If there is, I don't know it. Let's just focus on the current mission at hand.'_ Ero remarked.

The statues of Espio, Ilia, and Kitty have returned to normal, with the girls looking really happy to be revived while Espio leaps into the air, looking around, then lands on the ground again. "It's about time you guys saved us. It was getting boring being a garden gnome." Kitty joked while smiling.

"Nice to see you again, Kitty." Peter smiled at his ex.

"And it's nice you're not a symbiote, Ilia." Modern Sonic said to the confused faunus.

"What are you talking about? I haven't been infected by those things in months." Ilia replied.

"Time travel." Classic Sonic told her, surprising the faunus to be meeting her friends' past and future counterparts.

"Is that what's going on?" Ilia asked.

"That makes a lot of sense." Kitty quipped.

"Beware my friends, for I have looked into the soul of our enemy and I saw only darkness." Espio warned the heroes.

The heroes respond to his ominous warning with a serious nod. "We'll be careful. You guys get some rest. We'll find out where that thing is and put everything back to normal." Peter said, then leaves with his team to find the Time Gate of this era.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man Prime: It's your friendly neighborhood Spider-Man. Yikes! Someone forgot to turn off their shower! The whole city is flooded!**

 **Modern Sonic: You can blame Chaos for that. Looks like he's back in his Perfect Form.**

 **Spider-Man Prime: It's not just him. Goblin's back, in that ugly "Dark Demogoblin" form.**

 **Modern Sonic: I needed the emeralds to beat Chaos. What did you use to beat Goblin?**

 **Spider-Man Prime: Good looks and charm?**

 **Modern Sonic: Yeah, we're doomed.**

 **Next time on D-Avengers: Generations-**

 _ **Rivals and Monsters**_

 **Spider-Man Prime: You know, Norman. Molten lava is not a good look for you.**

* * *

 **KFX Here: I should say this now: Salem (the current one) won't remember her brief time-traveling adventure once this story is over. At most, she'll have very vague memories encountering Team SSSS.**


	11. Issue 8: Rivals and Monsters

_Issue 8: Rivals and Monsters_

 **BGM-Sonic Generations OST-Cutscene 5**

"Mmm! These are delicious!" A smiling Kid Ruby takes another bite from one of Aunt May's special wheatcakes. The time travelers decided to take a little lunch break before they unlock the next Time Gate. They went back to Central Park to pick up some food from Aunt May and Saph and had a picnic on a restored rooftop building. The Sonics, as expected, we're eating chili dogs. The Spider-Men took a bite from their burgers and fries. The two Tails ate some tasty sandwiches. And the RWBY kids were enjoying themselves with sandwiches and wheatcakes.

"These wheatcakes are amazing. We don't have anything like this at Atlas." Kid Weiss commented on the wheatcakes, eating food that surpasses Atlas's best cooking.

"You sure it's a good idea to take a break?" Miguel asked Peter, thinking they should continue their mission instead of relaxing.

"Relax, O'Hara. We have plenty of time." Peter replied before taking another bite from his burger.

"I rather not bring our deadline to the edge of time." Miguel calmly argued.

"We've been time-traveling and getting beat up nonstop, and the girls were getting hungry. We can't save the world on an empty stomach." Peter told him.

"I guess you're right. I was getting pretty hungry actually." Miguel replied.

Peter smiles, "See? Don't worry. Once we're done eating, it's back to business."

As the group's almost done eating their food, the sounds of footsteps coming from two familiar individuals. One appears to be a black hedgehog that looks similar to Sonic and the other is an ashen-black haired woman wearing a crimson dress with mysterious tattoos, walk up to the unexpecting heroes' back. "You all done eating yet? You have work to do." The black hedgehog asked.

The heroes turn their heads to the newcomers, with half of them recognizing them. "Is that another Sonic?" Classic Tails asked in surprised.

Modern Tails shakes his head, "No. It's Shadow, and Cinder."

"Greetings. Enjoying your picnic?" Cinder asked with a crossed-arm grin (her current appearance is her Vol. 1 look)

"You're the current Cinder, right? Not one from the distant past or far future, grew old and wrinkly?" Peter joked, earning a cold death stare from his crimson rival, "Yup. That's you alright. I missed you." Peter said in a joking manner.

"Don't care." Cinder coldly replied.

"Awww."

Kid Ruby runs up to Cinder with a cute smile on her face, "Hi. Are you also one of our friends in the future?"

"Of course not." Cinder denied, still sticking to her post as a rival to Spider-Man and his friends and a neutral/anti-hero of her own.

"Really? You look like you could be our friend." Kid Ruby ignorantly said.

"Even as a child, you're annoying." Cinder muttered, holding and shaking her head. She turns to Peter, "You mean to tell me you've been babysitting your friends this entire time?"

"Yup." Peter casually nodded.

"I am amazed they're not dead yet." Cinder joked.

Meanwhile, Classic Sonic walks up to meet his future dark rival. "So you're the guy people confuse me with and got me in trouble in the future." Classic Sonic said to Shadow.

"Blame the people for being color-blind." Shadow stoically replied, crossing his arms.

"So you and Cinder got trapped into this world too." Modern Sonic said to his rival.

"Right. We were recently revived thanks to you. Thought we check on your progress." Shadow said.

"We're taking it easy for now before we head out. I need to burn off those carbs. Those chili dogs were delicious. You should try some sometime." Modern Sonic grinned.

What Sonic said sparked an idea in Shadow's head, marking a small grin on his face, "I think I might know a way to get your exercise."

"Huh? What are you talking about?" M. Sonic asked, confused to the face.

"It's been a while. I don't really care where we are right now. It's time we settle the score between us." Shadow proposed a fight against his speedy blue rival.

Sonic, after hearing those words for battle, smirks, "I understand. Alright. I'm pumped up!"

"If you two are going to fight, I'm not going to standing around watching," Cinder smirks and turns to her webheaded rival, "Let's go, Spider-Man! I've been _itching_ to have another rematch!"

"Are we seriously going to do this?" Miguel intervened in the banter between rivals, not wanting to further derive from their current mission saving time.

"It's not my idea. But who am I to refuse a lovely lady? Alright, Cindy! Let's go a few rounds!" Spidey smacked his fists in excitement.

"That's what I like to hear!" Cinder smiled.

"So a 2-on-2. Where are we gonna take this?" Modern Sonic asked, thinking it's not a good idea to fight in a city they're trying to save.

Shadow smiles, "I think I might've found the appropriate battleground."

 **BGM End**

* * *

 **Space Colony Ark, Final Rush**

 **BGM-Sonic Generations OST-Rival Battle: Shadow (For True Story)**

In space, above the planet Mobius, Shadow is seen in his usual crossed-arm pose, standing on a building that's placed on the outskirts of the Space Colony Ark, the space station that houses the biggest weapon that can destroy planets, the Eclipse Cannon, and the birth home of the Ultimate Lifeform himself. The Ultimate Lifeform opens his eyes when he senses Modern Sonic running on the road towards him. He hops down a grind rail to meet up with his blue rival and jumps at the same time with him, passing by each other in front of their shattered moon. The two fierce hedgehog rivals meet up on the road to begin their high-speed battle.

On a large platform surrounded by multiple floating asteroids and upside down buildings, Spider-Man Prime watches the two hedgehog brawl on the run. "They're going all-in from the start." Peter observed. He then senses an attack coming. Not with his Spider-Sense, but his natural instincts are acting up, telling him to leap from the ground-breaking sword slam from Cinder, who's already partially wearing her Pure Toxin Symbiote with the exception of the mask.

"Keep your head in the game, Spider." Cinder smirkingly taunted the bug.

"I didn't hear you say go." Peter quipped.

Cinder grins as she fully puts on her mask and form dual symbiote blades, _**"Go!"**_ The incredible speed gifted from this "Symbiote God" allows Cinder to already appear up close in Peter's vicinity and start slashing him up. Since his Spider-Sense doesn't work on symbiotes, Peter has to rely on his natural instincts to avoid her blades. He does a good job for a while, only to receive two, good spin-kicks that sends the webhead flying to the edgeof the arena.

' _Your host can't beat us, old man.'_ The Toxin symbiote telepathically speaks to Ero while laughing.

' _Zip it, child. You are still naïve in the art of combat.'_ Ero mocked.

' _Ha ha! We'll see about that!'_ Toxin said.

Toxin-Cinder thrust her hands forward and fires a volley of fireballs aimed at Spider-Man. "It's getting' too hot out here!" He quipped while running away from the fire storm. Cinder stabs her arm to the floor to spread a part of her symbiote towards Peter to unleash red spikes traps to harm him. Luckily he avoided them along with the lunging web strike from Cinder by jumping into the air. He fires an electric webline at Cinder since it's her symbiote's weakness, electrocuting her while he web strikes down and equips his Arachnid Claws, putting them in 'electric mode' and whales Cinder with fast-hitting combos, ending with a leap kick off her body and throw an asteroid on her. The asteroid revealed to be in possession of a purple glowing energy orb that absorb itself into Peter.

"What was that I just absorbed?" Peter asked, feeling nothing.

"It's a Quantum Energy Core," Miguel shouted from a nearby platform, standing with the Tails, Classic Sonic and the RWBY kids as they watch the fight between rivals, "Must've been created from all the time rifts! Absorbing a total of two should grant you extra strength!"

" _ **I like the sound of that,"**_ Cinder remarked, _**"I wonder where I can get my own…"**_ She scans the area, using her spider-sense to locate the second Energy Core inside a meteorite. _**"Maybe this one,"**_ She pierces a tendril through the meteorite and throws it at Peter along with a few others while absorbing her own Energy Core.

Meanwhile with the hedgehogs, the fierce speedsters have already looped the track 6 times while intensely clashing their boost auras. "You won't win this one, Shadow!" Sonic declared, still locking his boost with Shadow's.

"Make this challenging, loser!" Shadow elbows Sonic away and follows with multiple homing attacks that Sonic has no choice but to run away from.

The blue blur runs on the road and along the walls, turning around in time to kick Shadow off his tail. This gives him enough time to grab an Energy Core ready for picking. "Got an Energy Core," He said, then looks onward to see another one not far, "And there's my second. Got this fight in the bag." Before he could reach it, Shadow buries Sonic with a blinding homing attack, hopping off his head to grab the other Energy Core.

"Guess you were too slow to grab that one." Shadow smirks, taunting Sonic enough to earn his annoyed growl. The Ultimate Lifeforms was able to kick multiple meteorites down on his blue blur enemy. Sonic quick-stepped from all but one, using his boost to burst through it so he could catch up to Shadow.

Back on the large platform, Cinder charges up her symbiote for another flaming attack, _**"Flaming Death Bite!"**_ She sends multiple flaming tentacles rushing at Peter, forcing him to make daring jumps and dodges which leads him to a sudden Cinder appearing next to him and punch him so hard he's flying to the ground. The Spider was able to hop back on his feet and web throws another meteorite that Cinder effortlessly slices into two with a symbiote flame sword.

"Why'd you had to do that? That was a good meteor I found." Peter quipped.

" _ **Do you want to know what a lady REALLY wants? Flaming hot meteors…"**_ Cinder attaches her fiery symbiote webbing on multiple meteorites and throw them down on Peter, making him wince and jump, _**"And a lovely Energy Core."**_ She found another Energy Core in one of the meteors and absorbs it.

 **BGM End**

 **BGM-RWBY Volume 2 OST-Sacrifice**

With two Energy Cores absorbed into herself, the Symbiote Goddess lets out a powerful roar and an explosion of energy. Her body gets surrounded by a pulsing red aura as her body morphs into her ultimate symbiote form, Blazing Apollo. The most notable features on her transformation is that she gains a crimson catsuit made from the symbiote with the black spider-symbol, her right arm is covered with a mass of wreathing orange flames, and a dark purple, X-shaped visor that's layered across her black and red helmet.

"Do you always have to make this difficult for me?!" Peter quipped.

The Symbiote Goddess levitates and unleashes gigantic symbiote tentacles from beneath the platform. She commands them all to strike at Peter with a relentless assault. The amazing web-slinger does everything he could to avoid damage, leaping, web-zipping, slicing through the thick tentacles that leads him getting trapped by four, fiery vortex of flames. "YOWZA!" Impressively, he found a small opening to zip through before the tornadoes collided on him. "Are you trying to kill me?! I thought we were friends! Buddies!" He quipped before narrowly dodging the giant flame beam that melts asteroids.

 **BGM End**

Cinder descends on the ground, exhausted of the Energy Cores' power and her Blazing Apollo mode. _**"It would seem the power's only temporarily."**_ She commented on the Energy Core's limited usage.

"Thank goodness. I was sweating bullets back there." Peter joked. Cinder smirks behind her mask as the two clash once more for the Energy Cores.

 **BGM-Sonic Generations OST-Rival Battle: Shadow (Shadow Attacks!)**

Meanwhile with Sonic, he gets kicked away from his second Energy Core by Shadow, who absorbs it to gain his special power, signifying from the electric-orange aura surrounding him. "Eat this, hedgehog!" The black hedgehog launches a salvo of Chaos Spears onto the ground and at Sonic.

The blue blur quick-steps from all of Shadow's attacks with relative ease. "Is that the best you can do? I'm pretty disappointed." He taunted to get on Shadow's nerves. The black anti-hero warps above the ground instantly to make it difficult to properly attack him.

"Chaos Control," Shadow slows down time around Sonic for a few seconds, long enough to charge up a powerful Chaos Spear. As the time of Chaos Control runs out and his Energy Core boost, Shadow fires his attack, but Sonic just _manages_ to avoid the attack, only having a few tips of his quills scathed.

 **BGM End**

 **BGM-Sonic Generations OST-Rival Battle: Shadow (Sonic Attacks!)**

Sonic let out a sigh of relief, "Barely made it." He looks out to see he's close to his second Energy Core. With Shadow a little worn out from using his power up, Sonic goes full speed and grabs his special power.

"Sonic got one!" Kid Yang is incredibly happy to see Sonic get his power boost.

"Show that faker you mean business!" Classic Sonic cheered his future self.

"Oh yeah!" Sonic grins as his boost gains an empowered purple color. With this new power, Sonic pierces the meteorites and shatters them into three shards that are flung directly into the boosting Shadow, decreasing his speed.

"Damn it!" Shadow muttered and turns around in shock to see the grinning Sonic go full charge and deliver a finishing boost that knocks the black speedster off the ground and skip repeatedly on the floor until he finally stopped in utter defeat.

 **BGM End**

Spider-Man's battle is also coming to a close. He jumps over Cinder's morphing mouth punch and kicks her in the face. He blinds her with more electric webbing, stunning her to receive a repulsor webbing-powered punch that knocks her through a meteorite and release an Energy Core. "Now's my chance!" Peter hops off a few meteors and zips through the air to grab his second Energy Core, completing his set.

"He did it! He got his Energy Cores! This match is over!" Miguel commented.

"Take her down, Big Brother Spidey!" Kid Ruby cheered along with her friends.

 **BGM-Marvel vs. Capcom 3 OST-Spider-Man's Theme**

A familiar purple glow emanates from Peter as he unleashes a massive roar that shakes space, re-entering the divine form of Aura Arachnid. This form utterly shocks Cinder to the core, as this is her first time witnessing this power. _**"That power…What do you call that?"**_ She asked in utter shock.

" _Aura Arachnid,"_ Peter calmly answered. He gets into his spider-like fighting position, _"And this…"_ At godly speeds, he attacks Cinder with swift and powerful flying kicks followed by the afterimages he's creating, ensnaring Cinder in a large web, _"Is the Supreme Maximum Spider!"_ He briefly levitates over Cinder and roars out his power, charging himself to the max to deliver one, final energy-powered foot stomp on her, sending the Pure Symbiote's host crashing down in a blaze of glory, cracking the platform severely. _"How's that for a web swinging smackdown."_ He said as he depowers himself, watching Cinder struggle to get up without her symbiote but fails, lying on the ground defeated.

"They won!" Modern Tails exclaimed, causing the kids to cheer and Miguel smile.

 **BGM End**

Sonic and the defeated Shadow hop on the platform where Peter helps Cinder up to her feet. "You two weren't bad." Shadow calmly complimented the Amazing-Modern Duo for an awesome battle.

"Of course! We're amazing!" Peter quipped.

Sonic chuckles in agreement, "Yup!"

Shadow gives out a small smile, "Let's not get over ourselves." He takes out a yellow gem from his quills and throws it at Sonic, "Here."

Sonic grabs it perfectly and observes it, "A Chaos Emerald."

"Thought I give it to you as a reward." Shadow said.

"Thanks you two. This will help a lot." Sonic smiles at his rivals.

"Next time, I'll win." A smiling Cinder told Peter.

"Lookin' forward to that." Peter smiled.

"You two should hurry. I saw a weird gate over at the Wakandan Embassy. You should check it out." Shadow informed the heroes.

"A gate?" Sonic remembers finding a gate at ESU that took Miguel and Classic Sonic to the Death Egg to fight Eggman and Doc Ock 2099. "We'll check it out. Thanks guys."

"Just hurry up. I'm already bored of this world." Cinder said.

"Don't need to be so grouchy. We're on it." Peter joked, earning Cinder's angry growl.

* * *

 **White Space Manhattan, Wakandan Embassy**

The heroes parted way with Cinder and Shadow and arrived at the lifeless Wakandan Embassy. There, they found another one of those "Time Gates" and needed three Time Keys to unlock. "What are the deal with these gates?" Modern Tails asked.

"These gates transport us to the massive distortion in time that's corrupting the many eras connected through them," Miguel started explaining what he knows, "Fixing them will cleanse multiple altered timelines and open up the next batch of eras need correcting. I'm positive if we fix enough distortions, we can find the portal that leads to that monster's home dimension!"

"Then you guys can destroy it and all of time will be back to normal!" Kid Blake remarked.

"Exactly." Miguel said.

"We don't have a moment to lose. Let me and Pete handle this one. You guys already had your fun with the docs." Modern Sonic said, wanting he and Pete to have a piece of this batch of eras' boss, or bosses.

"Sure thing. Good luck." Classic Sonic smiled. The Time Keys glow from Ruby's hands and float on their own to unlock the Time Gate, opening up the portal to the major distortion Modern Sonic and Spider-Man Prime are eager to discover and correct.

* * *

 **Station Square**

The Dimensional Duo spin jump out of the Time Gate portal onto the broken streets of Station Square, which has been ruined by a devastating flood that seems too familiar to Sonic. Peter looks around and recognizes the ruined city, "Station Square? What happened in this time period?"

"Chaos." Sonic simply replied.

"It definitely looks like chaos." Peter remarked on the city's current condition.

 **BGM-Sonic Generations OST-VS. Perfect Chaos (Open Your Heart)**

Sonic shakes his head as that's not what he meant by 'chaos', "No…" The two stare out far into the distance to see a lone brain floating above a large pool of water. "Chaos." Sonic finished as the brain rises into the air as it unearths a gigantic, several-stories-tall liquid monstrosity covered in dark blue reptilian skin while it's underbelly is clear liquid. The liquid monster lets out its iconic roar, noticing the heroes with its sharpen reptilian green eyes.

Peter's eyes widen in total shock to be back in the time period where Chaos, guardian god of the Chao, went crazy and became the god of destruction known as Perfect Chaos, "Ooooh…That Chaos." Not wasting any time, the two quippy heroes start traversing the flooded city on their way to stop Chaos. "So how did you stop Chaos before, when he turned into this giant lizard thing?"

"Kinda hard to go "super" and get help from a ghost girl at the moment." Sonic replies, stating he needed the chaos emeralds to defeat Chaos last time. "It doesn't matter. With your help and my experience, Chaos will be washed up in a matter of seconds. His weakpoint is his brain. Strike that and we got this."

"Alright! I get the high ground! You go for the low ground!" Peter instructed.

"Sure thing, Obi-wan!" Sonic joked.

Peter swings to the closely rooftop close enough to Perfect Chaos. As he thinks to himself how to attack the large lizard, a monstrous roar is heard calling out Peter's name, _**"PARKER!"**_

"Huh?" Peter's Spider-Senses flare and tells him to leap away from the flaming foot-stomp belonging to a monster from Peter's past. Peter looks up to see it's the Green Goblin in his mutated, ultimate state with the horns and ripped pants, but this one is different. He looks more demonic than before. He has a rock-like molten body with purple energy showing from cracks of his skin. He has purple-and-black wings sprouting from his back, as well as bone-like spines and four dark gems infused on the body, even an external white skull on his head.

' _Oh that's just lovely. It's Goblin back when he almost destroyed reality. What did he call himself? "Dark Demogoblin"? He couldn't pick a name any more edgy?'_ Peter joked in his mind. He dodges a sharpen claw swipe from Demogoblin easily, _'From what I can sense, he doesn't have that unstable cosmic sapphire with him secretly increasing his power, so this "should" be easy? Yeah, who am I kidding?'_ He said, sensing this Dark Demogoblin is much weaker than before but isn't confident enough if he could still defeat him.

" _ **I don't know how we ended up here, but no matter. It doesn't matter where we are, you will still die by my hand and I will be king of everything!"**_ Demogoblin declared.

"Baby steps, Norman. Go be the king of petting zoo first!" Peter enhances himself with a red-and-blue aura pulsing from his body and elbows Goblin underneath the jaw, knocking him back a few.

" _ **You! You're different! You're not the same Spider-Man I was just fighting!"**_ Demogoblin noticed.

"Was it the costume? It's the costume right? Got it as a birthday present." Peter quipped, already getting on Osborn's nerves. The Dark Goblin slashes wave of flames Peter has to avoid, jumping over the mouth flames he sends almost immediately. The quick-thinking webhead blinds his hated foe with electric webbing, temporarily frying his eyes as Peter shrouds his hands with the purple heads of a Man-Spider and pounds Goblin like no tomorrow. "Chew on this!" He attacks Goblin with a Kumodama, blowing him away.

Meanwhile, Sonics is busy dodging the energy blasts from his own godlike foe. "Yo Peter, what's the…" He notices Peter is occupied fighting Dark Demogoblin and quickly gets the picture, "Never mind! I can handle this!" Sonic boosts over the water, avoiding the mouth beam from Chaos and move up his watery body and attacks the core, exiting to another part of the city as Chaos screams in pain.

Sonic runs on the broken bridges, jumping over the energy blasts Chaos shoots. During the run, he's briefly met up with Peter, who's in the amidst of dodging cars the flying Demogoblin's angrily throwing at him. "Hey Sonic." Peter casually greets his hedgehog friend during all this chaos and destruction.

"Hey Pete." Sonic nonchalantly replies.

"Still fighting Chaos?" Peter asks while jumping over another thrown car.

"Oh yeah. Goblin?" Sonic slides under Chaos's energy missiles.

Peter web grabs a thrown car and hurls it back at Goblin, causing it to explode in his face and send him away, "Got that covered."

"See ya." Sonic leaves Pete to deal with Goblin, using a spring to launch himself high above Chaos to homing attack his brain, damaging him once again.

" _ **AAAAH! Annoying little bug, aren't you,"**_ Demogoblin rages, summoning his flaming red Demon Hellfire blade to fight Spider-Man with, _**"This is where you burn!"**_ He crazily slashes his sword like a madman, yet somehow making it hard for Peter to dodge. He strikes his annoying nemesis multiple times and knocks him to the floor. Peter shakes his aching head and quickly jumped from Goblin's flaming sword slam. Spidey gets into position to counterattack, giving him a good view of Chaos about to release his energy beam at the spot their fighting in. He smirks behind the mask and enhances his aura to deliver multiple, brutal spin kicks that knocks Goblin to the vicinity of Chaos's attack. _**"Uh oh."**_ Goblin looks in fear before getting severely blasted, sending him straight to the water tentacles that smack him to the raging whirlpools that cool off his flames, allowing Peter to cup his hands and axe him through a building, causing it to collapse on him.

 **BGM End**

 **BGM-Sonic Generations OST-Vs. Perfect Chaos (Phase 2)**

Just as Sonic boost up Chaos's body and harms the brain once more, the perfect beast roars, indicating he's had enough. The negative-powered beast uses its power to cause several platforms to rise up from the watery area, with Sonic and Spider-Man standing on one. "Chaos is weakening! Just one more attack will do him in!" Peter sensed.

"C'mon!" As Sonic and Spidey start hopping from platform to platform while avoiding Perfect Chaos' energy attacks, they were almost burned alive by a revived Demogoblin, flying in the air above Chaos, staring furiously at the heroes.

" _ **I will not be beaten! Not by the likes of you disrespectful imbeciles!"**_ Demogoblin snarled.

"You've already lost this fight, Osborn! You just don't know it yet!" Peter smirked.

"Give it up, Gobby! Your history!" Sonic taunted.

" _ **WHYYYYY YOUUUUUUUU!"**_ Demogoblin gathered all of his energy and just breathes flames like Godzilla down on his adversaries. Spidey and Sonic are put to the test, using all their acrobatic skills and agility to avoid the crumbling platforms, Goblin's flames, and Chaos's beams and tentacles. Determined not to give up, they land on a platform close to their demonic enemies.

"End of the line!" Peter throws a curled-up Sonic straight smacking on Osborn. Sonic kicks the winged beast in the face as Peter web strikes upward and whales on him with brutal combos enhanced by his aura. With a powerful axe kick, he smacks Goblin down on Chaos's brain, but he's not done yet. "Good-bye, Norman! Let's NOT meet up again!" He charged up a Kumo Hadoken and with a loud roar, fires a powerful blast strong enough to defeat Norman through Chaos.

Perfect Chaos roars in pain as his body is too weakened to stabilize himself and begins to fall apart. _**"NOOOOOOOOOOO!"**_ Osborn yelled as he sinks into the bottomless pool with Chaos, ending their terror in this time period.

"Oh yeah!" The victorious teenagers give each other a fist-bump. With Chaos and Goblin defeated, the distortion in this era has been corrected and fixed. A bright blue glow illuminates the sky, bringing down the fourth blue chaos emerald Sonic grabs and poses with Spider-Man that they have it.

 **BGM End**

* * *

 **White Space Manhattan**

Back in the central hub, Spider-Man 2099, the Tails, Classic Sonic, and the RWBY kids are walking around the restoring Wakandan Embassy thanks to Modern Sonic and Spider-Man Prime's victory. "You've brought back quite a bit of this world." Classic Tails said to C. Sonic and Miguel, noticing that two-thirds of Manhattan and its civilians have been brought back to life.

"It's only a matter of time until all of New York is saved." Kid Ruby said, smiling.

Modern Sonic and Peter are walking out of the Time Gate to notice everyone else. "You're doing great, Sonic!" Classic Tails gives M. Sonic a high-five.

"You too, Spider-Man!" Kid Ruby also gives Peter a high-five for a job well done.

"Don't you mean, 'You're doing great _Sonics_ and _Spider-Men_ '." Kid Weiss corrected the two.

"I keep forgetting about that." Kid Ruby replies.

"I don't think I'll ever get used to that." C. Tails scratches his confused head.

 **BGM-Sonic Generations OST-Cutscene 1**

Another rumble that scares the kids occurs as the Time Eater flies out of its portal over the heroes. "Watch out!" M. Sonic said as the Sonics and Spideys help cover the children from whatever the beast is doing. The time beast flies over to a colorless Avengers Mansion, where a colorless Chaos Emerald is hovering above it. As the Time Eater flies closer, it's repelled by the surge of energy that's still given off from the emerald. It appears to be in pain for a moment, then disappears into another Time Hole.

 **BGM End**

"It's another Chaos Emerald!" Peter noticed.

"That monster sure didn't like that emerald!" Kid Yang noticed.

"Those things have come in handy in the past," Modern Tails said, "We've already got a couple, but…"

"We need that Emerald!" The Tails said together.

"Sonic, Spider-Man, you should go over there and check it out! I bet you guys can bring that Chaos Emerald back, just like you brought back our friends!" Classic Tails advised the heroes.

"And I bet you double we're going to need all SEVEN emeralds!" Modern Tails added.

Classic Sonic points at his future self, who returns it with a thumbs up. Peter points Miguel in the right direction, who replies with a nod and they all walk off. "You guys have your work cut out for you!" Kid Ruby said to Team SSSS.

"You'll be understanding that pretty soon yourself, kid." Peter smiles.

"An adventure's no fun if it's too easy." M. Sonic gives his classic self a fist-bump and the Spiders shares a smiling nod before they continue their work saving the city.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Modern Sonic: I'm Sonic. Sonic the Hedgehog! Uhhh…Where is this place? A burning city. Those monster things.**

 **Classic Sonic: I don't know. Haven't you visited this place?**

 **Modern Sonic: I want to say I did but don't. That is very strange.**

 **Next time on D-Avengers: Generations-**

 _ **Crisis at the City**_

 **Spider-Man Prime: Why is that tornado carrying a car?**

* * *

 **KFX Here: I recommend people go check out an upcoming fanfic writer "D.N. Works" new story called "United Heroes: Villain File-Mysterio" under the "Spider-Man/RWBY crossover page". That's right. A brand-new spin-off story NOT written by me that takes place within the United Heroes Universe. Go read it. The story is shaping up really interesting. If you're also interested in writing a spin-off set in the United Heroes Universe, contact me first and we'll talk.**


	12. Issue 9: Crisis at the City

_Issue 9: Crisis at the City_

 **White Space Manhattan, Avengers Mansion**

Outside the first home of Earth's Mightiest Heroes stand the statues of the original team of Avengers. Captain America, Iron Man, Hulk, Thor, the Wasp, and Hank Pym in his Yellowjacket persona are standing like garden gnomes on the white grass under the floating colorless Chaos Emerald that repelled the Time Eater along with Nora Valkyrie and Charmy the Bee.

"Doesn't look like there's a portal here," Miguel and the other heroes scanned the mansion for a time portal to restore this area but it seems it's not here, "Seems we'll have to find another one to unlock this area's."

"Where would that be?" Modern Sonic asked the future spider.

"Lyla says the next open portal is at a building called the "Daily Bugle". Miguel replied.

"You sure she's lying?" Peter asked with his arms crossed as he's not a big fan of the Daily Bugle, more specifically it's mustached publisher.

" _I am quite positive I'm correct."_ Lyla answered for herself.

Peter sighs and just deals with it as they make their way to the Daily Bugle, which isn't too far from them. "What's wrong with the Daily Bugle?" Classic Tails asked the web-slinger.

"That place's been giving me a lot of flack for years. I work under the publisher who has a _real_ vendetta against my alter ego, calling me a 'menace' and a 'threat to society'." Peter gave his brief history with the Daily Bugle and it's boss, J. Jonah Jameson.

"Why work with people who hate you? That's stupid." Kid Weiss remarked.

"Your future self asks me the same questions. I really have no other option. Gotta pay the bills somehow." Peter replied.

Not long after leaving Avengers Mansion, the heroes park outside the tall building with the logo "DAILY BUGLE" hanged on its front. As expected, there's a time portal and a few people statues that need restoring like Princess Blaze the Cat, the X-Man Iceman, Editor of the Daily Bugle Robbie Robertson, the Bugle's beautiful secretary Betty Brant, and the stubborn mustached publisher who hates everything Spider-Man related, J. Jonah Jameson, among other dozen human statues.

"Is that the guy?" C. Sonic points the JJ statue.

"Yup. J. Jonah Jameson, now 100% less talkative. I am so tempted to draw on his face." Peter joked.

"Do that later." Miguel told him.

"But I'll never get another chance to do it." Peter argued.

"Let's go!" Miguel and the others start walking into the portal with a groaning Peter Parker being the last person to enter.

* * *

 **Crisis City**

 **BGM-Sonic Generations OST-Crisis City (Modern)**

The world the heroes soon find themselves in is what they weren't expecting. It's a city in complete ruin, charred by flames. Fire ravages the infernal metropolis, searing the sky and belching voluminous smoke that made it hard for breath. Modern Tails had to put up the dome window of the Spider-Mobile to protect the girls that were coughing from all the smoke.

"The whole city's on fire!" M. Tails commented on the chaotic city.

"What kind of adventure did you had that led to this?!" C. Sonic asked his future self while they traverse the ruin city of flames.

"I…don't know." M. Sonic replied, totally loss as he doesn't recall ever visiting Crisis City.

"Maybe this is somewhere in Spider-Man's world?!" Kid Yang wondered.

Meanwhile, Peter is busy swinging from the crumbling debris that would've buried him, "I clearly would've remembered the whole city going in flames! Sonic, you sure you never visited this place before?"

"I really don't know. I feel like I have been here but didn't. My head hurts just thinking about it." M. Sonic replied.

"It's possible you don't remember. Your memories must've been erased pertaining to this time zone." Miguel gave his guess that Sonic lost his memories of Crisis City and the adventure connected to it.

"What adventure did I had that led to this mess?" M. Sonic says, running up a toppling down highway.

"You failed to rescue a princess?" Peter joked, which unknown to them, is not far from the truth.

"How does THAT bring about THIS?" M. Sonic and Kid Weiss asked at the same time.

In the sky, the Spiders are met with winged-lava creatures that unknown to them are called "Iblis Takers". The demonic bat creatures throw fast fireballs the webheads swings over and counters with their web strikes. "Those creatures…Didn't we fight something like those back in Chrom's world?" Peter asked as he spots more of those lava monsters to battle.

"Yeah, during the Grima incident." M. Sonic replied, homing attacking a lizard-like creature called an "Iblis Biter".

"What's a Grima?" Kid Blake asked while Tails blasts the monsters with the Spider-Mobile's weapons.

"It was a dragon that almost destroyed time using a stone that could control time, called the 'Genesis Stone'." M. Sonic answered, referring to the "Genesis Stone" that was cause of the Grima's power over time. "This must be the zone where Grima found those lava monsters that ambushed us at Mount Prism."

Classic Sonic avoids running into the rising lava pits while fighting an Iblis Worm. The heroes venture inside a couple of destroyed buildings, removing obstacles that blocks the Spider-Mobile. They escaped the buildings before they crumbled into nothing and spots the next time portal at a ledge. "There's the portal!" C. Sonic and the other rush to enter the portal but the moment they got close enough, out of nowhere a huge fiery tornado tore apart the ledge carrying the time portal and ripped it away. "What the…That tornado is carrying our time portal!" C. Sonic exclaimed.

"That shouldn't make sense! It's floating in mid-air for shock's sake!" Miguel complained.

"We have to get to that portal!" Kid Ruby said. The Time Patrollers go top speed and dart for the portal, side-stepping and web zipping from all the junk the tornado is throwing at them. They reach the vicinity of the tornado, where the darn thing is trying to suck them up to hell. Determined, the heroes jump from each floating platform they see, using all their strength to not getting swallowed by the tornado.

"There it is," Peter sees their portal dead ahead, "Now stay there and let us in!"

"Don't jinx it!" Miguel retorted as they all leaped into the portal to another time period.

 **BGM End**

* * *

 **Water Palace**

 **BGM-Sonic Generations 3ds OST-Water Palace (Modern)**

Out of the frying pan and into the dishwasher is appropriate in this familiar zone. The heroes have been transported to Water Palace, a white-colored palace filled with underwater ruins. "Glad we're out of that place. It was getting too hot back there." C. Tails said, thankful they're in a much cooler area than Crisis City.

The RWBY kids are in awe of visiting a zone with interesting ancient ruins over a large body of water. "This is the coolest water park ever!" Kid Ruby exclaimed, so excited to the point of thinking about jumping in and swimming underwater.

The Sonics, however, do not share even the slightest bit of her enthusiasm, because of their great fear of water. "I rather we be back at that apocalyptic zone." C. Sonic expressed.

Peter swings from a building to grind down a water slide, "Hey Sonic. The older one. Remember this place?"

"Yeah! This is one of the first places we checked out during our first team-up," M. Sonic grins while running on the water, "This is also the place where I first fought Eggman Nega."

"Another Eggman?" C. Sonic questioned who this "Eggman Nega" is.

"He's the Eggman from Blaze's dimension, or the future. It's really confusing," M. Sonic explained, having no clue if Eggman Nega is either from Blaze's world or Silver's future, "He first teamed-up with my Eggman to take over both dimensions, so me and Blaze teamed-up to stop them. It's kinda the same story with me and Pete."

"What's the story how we met?" Kid Weiss asked, with the other RWBY kids looking curious.

"Your whole reality was on the verge of destruction." Peter casually answered, silently shocking the kids.

"Is that really something you should tell kids?" Miguel asked.

"Considering what we're doing right now…" Peter started, about to argue with their mission to save time.

"Guys! The next portal is up ahead!" C. Tails interrupted their conversation as they spot the next time portal up ahead and enter through it.

 **BGM End**

* * *

 **Remnant, Mistral (Spider-Island DX timeline)**

 **BGM-Sonic Generations OST-Cutscene: Alternate Age**

Behind a tall tower surrounded by dank trees is where the heroes appeared out of the portal. "We're back in Remnant. What happened in this timeline?" Kid Blake asked. She and the others were then startled when someone cuts a humongous hole in reality way high in the sky.

"Oh no. I remember this." M. Sonic said, knowing full well what time period they were transported into. The gang hide behind the tower to poke their heads out. They look out to the courtyard to see this time period's version of Ruby and Blake in their teenage years. Accompany them is Qrow and Raven Branwen, as well as Knuckles and the X-Man known as Wolverine. In front of these band of heroes is a past version of Sonic and Shadow, both who're in their Super Forms confronting a black hedgehog wearing a ragged blue cloak known as Grimadoom the Hedgehog. The grim hedgehog smirks at his hedgehog rivals as his eyes glow red, already infected with the stage one Xeno Mode.

"It's Uncle Qrow. From this timeline, right? And, who's that woman next to him?" Kid Yang whispered.

"That's "your" mother, Raven." Peter whispered back.

"Really?" Kid Yang remarked with shocked eyes that she found her mother, albeit from a far distance where Raven doesn't notice her as she's too busy glaring at Grimadoom.

"Who's that other hedgehog?" C. Sonic asked, referring to Grimadoom.

"That's Grimadoom. So strong me and Shadow had to go super to stand a chance." M. Sonic explained, silently surprising his younger self of how much of a threat Grimadoom is.

"We're back in the time during the Spider-Virus crisis, where everyone in our worlds were turning into monster spiders." M. Tails explained the history of this time zone. They decided to stay silent so they could hear what the heroes of this timeline have to say.

"The rest of you keep your guard up! I sense they're someone else hiding in the bushes!" Past Super Sonic warned his allies.

"And right you are. Spider-King!" Grimadoom calls out to a man-spider wearing green-coated gauntlets on each arm, a silver hoodie covering his monstrous head, and dark-green pants. The beast leaps out of the trees with a frightening roar, landing next to Grimadoom. "Eliminate the appetizers while I deal with the main course." He ordered his pet.

" _ **Grr…As you wish, Master Grimadoom…"**_ Spider-King replied as it too enters its Xeno Mode. The three hedgehog ascend to the air to have their super showdown while Spider-King begins his assault on the grounded heroes. Shortly after the fighting began, something is happening to the large rift that Grimadoom created. It becomes corrupted with the Xeno energy and pops out a being that could change the timeline. A green-skinned monster with ugly black hair on the back and sharp fangs and claws that can tear steel crashes down during the battle between Past Ruby's team and Spider-King. The monster roars, showing off his long tongue hung from his mouth. He is also a giant, appearing 12 feet tall, possessing a muscular bulk and had only four digits on each hand and foot. This beast is also in its second stage Xeno Mode, possessing the same malicious aura and Time Eater symbol as the Xeno U-Foes. The monster stands with Spider-King as their eyes glow, staring at the confused and shock heroes of this time zone.

"Is that the Hulk?!" Peter remarked, completely shocked to see a Hulk appear.

"That's the Hulk from my timeline! He must've appeared from that rift!" Miguel answered, confirming that is Hulk 2099 in this world. "Those guys don't stand a chance against the likes of those two! We need to help out and even the odds!"

"What about Grimadoom? I saw him amped up with that _weird_ dark power." Kid Yang asked.

"I'm sure the version of me here and Shadow could still take him. Right now, we need to stop the Hulk." M. Sonic said, leaping out of their hiding spot with the other Team SSSS while the Tails and RWBY kids stay behind to watch.

 **BGM End**

 **BGM-Dragon Ball Xenoverse OST-Cell Games Arena**

Past Ruby gets rammed to the ground by a charged tackle from Xeno Hulk 2099. Both the beast and the Dark Spider-King lets out a loud roar as their auras cover them. They work together and start charging towards the Past Heroes until Team SSSS kicked them away. "Huh…Sonic…Spider-Man?" Past Ruby is a little shocked and confused to be seeing not just Sonic and Spider-Man but also their counterparts.

"Leave the Hulk to us. Focus on Spider-King!" Peter ordered as he jumps over Hulk's tackle.

"Huh?!" Knuckles is left confused and bewildered.

"What are you doing here?! I thought you were with Weiss and Yang! And I thought Sonic was fighting Grimadoom!" Past Blake asked all sorts of questions regarding Peter and Sonic's strange appearance here.

"Why the hell is there two of you?!" Qrow asked a more concerning question about Sonic and Peter's counterparts.

"Long story! We're trying to fix time here!" M. Sonic answered while avoiding Hulk's brutal punch.

Raven blocks a spider arm attack from the Spider-King with her sword, "Fix time? That sounds crazy!"

Meanwhile, Wolverine slashes Spider-King's sides with his claws, "They definitely smell different. Perhaps they're telling the truth."

"Just take down Ozpin and everything will be okay!" M. Sonic kicks the future Hulk's face.

The Past Heroes were shocked to hear that the Spider-King is actually a mutated Ozpin. "Ozpin?!" Ruby remarked.

"My god, Oz…What the hell did they do to you?" Qrow asked his mutated friend, feeling remorseful for the beast.

" _ **RRWWWAAAARRRR!"**_ The Spider-King fires magical acid straight out of his mouth at the Past Heroes and gets them to jump from his attacks.

"What's the best way to take down a Hulk?" Classic Sonic asked before getting slammed to a tree.

"There really isn't." Peter replied, ducking from a massive punch that would break his body. He unsheathes a stinger and slashes on the Hulk's body hoping it would do some damage. It did but unfortunately it just made him mad.

"HULK CRUSH PUNY BUGMAN!" Hulk 2099 was able to punch Peter's sides, sending him flying through a few statues.

"Seems that anything sharp will do the trick!" Miguel unsheathes his talon and slashes on Hulk's face, trying to blind him.

"YOU HURT HULK! STOP HURTING HULK!" A purple and black dome of energy surrounds the vicious Hulk and burst into a powerful explosion that scatters Team SSSS to the ground. They shake their heads and slowly stand up through the pain to encounter more troubling news. A squadron of Xeno Public Eye soldiers, with some piloting a large armored suit, land from Grimadoom's rift and surround all the heroes.

"FREEZE! All criminals stand down!" One Public Eye cop points his gun at the heroes.

"Spider-Man, what did you do?!" Wolverine, now cutting one of Spider-King's spider arms while avoiding getting shot by the Public Eye, asked.

"Which Spider-Man, because I am pretty sure they're after this guy!" Peter joked to annoy Logan, referring to Miguel.

Miguel was able to deliver a nice upward kick on the Hulk while avoiding getting shot, "I do not have the shockin' time for this! Someone deal with those losers!"

The Sonics, Past Ruby, and Past Blake volunteered for that job. The hedgehogs use their windy speed and various spin attacks to destroy the armored flunkies. Past Ruby swings her scythe to put down a few Public Eye goons. And Past Blake shifts from shooting her gun to her katana and effortlessly defeat the remaining Public Eye cops.

The Branwen twins strike Spider-King at the same time with their blades. Wolverine lunges and stabs the mutated Headmaster to give Knuckles the chance to repeatedly punch him. "Knock knock! Who's there? Me about to stab you!" Peter quipped as he jumps over Hulk 2099's forward punch and webs it up for a web strike down and stab his arm, paralyzing it and then swiftly kicks him in the face for Miguel to web strike the back.

' _Parker, wait,'_ Suddenly Ero decided to talk to Peter during all this madness, _'I'm sensing another figure from the rift has interrupted the battle between Grimadoom and the hedgehogs. A cosmic force that's related to Galactus.'_

"Related to Galactus? Could that mean one of his heralds?" Peter guessed.

' _Believe so, and he's aiding Grimadoom in the fight.'_

"I understand. Not even Super Sonic and Super Shadow are strong enough to handle a herald of Galactus and Grimadoom. I'll go help out," Peter replied, "You guys finish things here! I got other business to deal with!"

"We got this! Hurry it up!" Miguel replied. Peter presses a button on his wrist device to materialize his Arachna-Prime Armor and flies over to the battle between hedgehogs.

 **BGM End**

* * *

 **BGM-Dragon Ball Xenoverse OST-Eternal Rivals**

Above a forest, Past Super Sonic and Super Shadow stare down the powerful Grimadoom, who has already gone into his Binary Form, enhanced in his Xeno Mode. Grimadoom grins but then drops it when the hedgehogs notice someone else appearing on the battlefield. A warrior covered in cosmic fire wielding a near-indestructible fire staff. He too is in his second stage Xeno Mode like Hulk 2099 and descends next to Grimadoom. The super hedgehogs could tell this cosmic warrior is powerful and not sure if they could defeat him and Grimadoom together. It was at that time Spider-Man, all armored up, arrives to help them out.

" **Hey guys. Need any help?"** He asked the super hedgehogs, both who are confused and shocked to see him here, mistaking him for their time period's Spider-Man.

"Huh? Spider-Man? Why are you here?" Past Super Sonic asked.

" **Doesn't matter. It seems you've met my old cosmic pal, Firelord. Leave him to me."** Spider-Man replied, knowing the identity of the former Herald of Galactus, Firelord.

"What do you think, Shadow?" Past Sonic asked Past Shadow.

"Whatever. Grimadoom is my only target." Shadow stoically replied.

"It is so heart-warming you have eyes only for me." Grimadoom joked, angering Shadow to fight with Super Sonic joining him, leaving just Firelord and Spider-Man alone together.

' _Firelord, former Herald of Galactus. I was really, REALLY lucky to have beaten him before, and we all know how good my luck is.'_ Peter joked in his mind.

"Hehe. Your Spider-Man, right? You're the kid that beaten me before. Well this time, you won't be so lucky!" Firelord fires a stream of cosmic flames from his staff at Peter.

" **You may be right about that!"** Peter quipped, barely avoiding the flames. _'This guy's a danger to everyone. I have to stop him. I have to be relentless, just like before! Don't give him an opening!'_ He morphs his armor to its aquatic, red and blue colored Cancer ISO form to give him a better advantage against Firelord's flames. As the cosmic firebender throws more fire beams, Spidey fires aqua repulsor blasts to fight against. The clash of different elemental attacks forms a white-hot smoke in the air. Peter rushes in and surrounds his fists with water, relentlessly attacking Firelord with brutal punches and ferocious kicks, **"You need to cool off, you cosmic matchstick. I've beaten you before, and so help me I'll do it again!"**

Firelord breaks free from Spidey's relentless assault with a loud burst of flames. He smacks his staff on the webhead and shoots four flame shots aimed at him. Peter projects a water barrier to protect himself, and when the danger is pass, he shoots out a water webline on Firelord to zip in with an aqua punch to the face. "You won't! Beat! Me! Not this time!" Firelord said while comboing Peter with his kicks and staff. "To think. A former Herald of Galactus, was beaten by an earthling child. It will never happen again!"

" **Give it a few minutes."** Peter quipped.

Tired of the hero's taunts, Firelord delivers a bone-crushing smack to his back with his staff, following with a brutal flaming knee to the stomach. He spins his staff and knocks Peter away, sending him flying at mach speeds through the skies of the Mistral kingdom. The cosmic warrior easily appears at the other side with his insane cosmic speeds, using his staff to slam Peter, booming him down to a forest infested with Grimm. Peter groans and shakes his head, sensing Firelord is about to torch the whole forest to kill him. He quickly escapes as Firelord unleashes his flames on the forest, burning the Grimm to dust.

' _C'mon, Parker. Remember. He's powered up by his own dark aura. Got use mine too. All that "limitless" potential people keep telling me about. Got to use it to win!'_ Peter encouraged himself. He gives himself his purple aura (not Aura Arachnid) to enhance his strength and abilities. Using his enhanced speed, Peter caught Firelord off-guard and smacked him, followed with a kick to the air. He doesn't even give him the chance to recover. He flies up and rains down blow after high-impact blow on Firelord. He uses that amazing Spider-Fu he mastered to its fullest, assaulting Xeno Firelord with no way for him to breath. He then grabs him by the legs and throws it far through the air, charging up a powerful water repulsor blast to finish him. **"It ends here! Drink up!"** Spider-Man launches his attack, overwhelming Firelord until he was completely beaten and falls to a river below.

 **BGM End**

Peter hovers there exhausted, rightfully so. It's never easy when fighting a cosmic warrior, especially one who gained his powers from the Devourer of Worlds and recently the Time Eater. He then notices Past Super Sonic and Super Shadow were blown back to his side. "We see you beaten that guy." Super Shadow said to Peter.

" **Y-Yeah…You guys handling Grimadoom okay?"** Peter asked, exhausted.

"He's tough, but we can take him," Past Super Sonic replied, "Thanks for dealing with whoever that guy was. If we had to fight him and Grimadoom, we would've been toast. I can tell there's a bigger problem at work here. Bigger than this Spider-Virus. I'm not exactly sure what's going on, but I'm sure you're on the case to fix it, right? Go take care of that. Leave everything here to us."He smiled at Peter. While unaware that the timeline is in trouble, and there are two other versions of himself back with the others, he's entirely confident his pal Peter could solve it.

" **I will. Thanks, Sonic. You've always been a great help."** Peter smiled behind his mask before flying over Grimadoom back to the others, leaving the super hedgehogs of this era to continue their battle with their dark clone.

* * *

 **Back with the rest of Team SSSS…**

The current Sonic and his classic self run around Xeno Hulk 2099 very fast and not stopping for a second, confusing the big lug as he's having trouble hitting them. This was all a distraction for Miguel to lunge at his back and bit on his shoulder, using those venomous fangs of his to paralyze the Hulk and put him down for the count, just around the same time of Wolverine and Knuckles finishing off Spider-King Ozpin with a combined slam attack.

"And stay down. Punk." Logan spit close to the defeated Ozpin. He turns to Miguel, "Never saw someone "bite" a Hulk and win. Not bad."

"It's not something I like doing. His skin is gross." Miguel said.

A de-armored Spider-Man Prime returns and reunites with his teammates and past versions of his friends. "Is everything done here?" He asked his team.

"Yup. Hulk is down for the count. I'm guessing you did your part?" Classic Sonic wondered if Peter beaten Firelord, which is pretty obvious.

"He's beaten. Everything should be back to normal here." Peter replied as a Time Key appears into his hands for correcting the timeline. "We should get going." He proposed.

"Yeah. Don't think it's a good idea staying in this timeline for too long, otherwise you'll mess something up." Logan agreed.

"We don't know what's going on, but thanks for backing us up." Qrow thanked the time travelers.

"Have you guys been doing this for a while?" Past Ruby asked them.

"A little too long honestly. I just hope this gets wrapped up soon." Peter said.

"Well get out of here and hurry it up." Raven rudely said.

"We'll feather off shortly," M. Sonic joked, annoying Raven which Qrow adores and Past Ruby and Blake chuckle from.

"We'll be going. Take care." Peter said as the team gets ready to leave with the Tails and RWBY kids still hiding behind the tower.

"Right! Good luck! We got things covered here!" Past Ruby nodded as the time-travelers leave the time period.

* * *

 **White Space Manhattan**

"So that was my mom back there. Glad I finally got to meet her, even though it was from the sidelines and we didn't really talk to each other." Kid Yang said, in a light-hearted nature as that was her original objective before getting kidnapped by the Time Eater, all while the Daily Bugle and its people are restored with life and color.

"You'll meet her soon enough. I think Spidey said it was in a train or something. Definitely before your reality was almost destroyed." Modern Sonic said.

"I am "so" looking forward to that." Kid Yang said sarcastically.

The statues of Blaze the Cat and the icy form of Bobby Drake return to life and confront the heroes for saving them. "Nice, guys. I thought I was gonna stay an ice sculpture forever. Hey. Is there a reason I'm seeing double?" Iceman rubs his head of the counterparts of Spider-Man, Sonic and Tails.

"Don't ask." The heroes replied as a group as they are getting tired of that same question.

"As much as I dislike relying on others, I'm grateful for your aid. The creature was beyond my skills." Blaze admitted the Time Eater was way beyond her league.

"Yeah. Ours too." M. Sonic somberly replied with a nod, as he and Peter stare at their clenched fist, agreeing with Blaze this monster could very well be their toughest foe to date.

"There you are!" A loud-mouthed buffoon reaches the heroes and their friends' ears. That fool happens to be J. Jonah Jameson, looking stern and angry as ever at a particular costumed spider hero. "I KNEW you were behind this somehow!" He pointed at Peter.

"Okay Jonah. Tell me what I 'somehow' did this time?" Peter sighed, used and bored of Jonah always blaming him for the craziest things that happens in the city.

"You and your blue, thrill-seeking friend here lost control of your monster and now we're all here because of it! This is all your fault, Spider-Man!" Jameson blamed Peter and Sonic for everyone being sent to this white void.

"Which Spider-Man?" Peter joked.

"Both of you!"

"Wait! Why am I blamed for this?" Miguel asked, very confused.

"Spider-Man did nothing wrong!" Kid Ruby argued with the stubborn publisher.

"Both Spider-Men and Sonics are trying to save us!" Kid Weiss said with Yang and Blake agreeing.

"Don't be blinded by their proposed 'heroics', children. They probably still have some control over their monster to make themselves look like heroes." Jameson argued, which is completely untrue.

' _This guy is worse than my father. I can't believe it.'_ Kid Weiss thought, angry and amazed Jameson's arrogantly ignorant and highly annoying personality outshines her own father's personality for miles.

"Mr. Jameson. You surely can't believe-."

"That I'm right. Of course I am." Jameson cut off Blaze there, which does annoy her.

"Uh, JJ…" A restored Robbie, accompanied by Betty, walks up to his boss to stop him from verbally harassing Spider-Man and Sonic, "Let's just leave the kids be. We need to keep everyone calm while these guys save us."

"Or doom us, like they always do!"

"Good luck, you guys! We're rooting for you!" Betty said to the heroes as she walks away with JJ and Robbie.

"Oh Pickle Puss. If I were to go back and change your past so you would stop hating me, I don't think it'll work." Peter joked.

"That's what we call 'terrible destiny'," M. Sonic joked, "Let's go and find that next portal. Maybe that'll will change his opinion on us."

"It really won't." Peter replied.

"Can't stop from trying." M. Sonic grinned, leaving Blaze and Iceman as the heroes venture off to find another time portal.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man Prime: I'm your friendly Neighborhood Spider-Man. We're visiting a lot of places today. Spagonia. Tropical Resort…**

 **Spider-Man 2099: You guys had an adventure in a space amusement park?**

 **Spider-Man Prime: Isn't the future filled with that stuff?**

 **Spider-Man 2099: You greatly overestimate what we have in the future.**

 **Spider-Man Prime: You guys have flying cars and buildings that literary touch space!**

 **Spider-Man 2099: But we don't have amusement parks in space.**

 **Spider-Man Prime: The future sounds lame. Makes me wonder what's the future version of a cell phone is.**

 **Spider-Man 2099: What's a cell phone?**

 **Spider-Man Prime: Ughhh…**

 **Next time on D-Avengers: Generations-**

 _ **Back to the Awakening**_

 **Spider-Man 2099: Are you gonna give me an answer or what?**

* * *

 **KFX Here: School is starting soon, so don't be surprised some chapters will come really late. We are approaching the end of this story, and once I have time, I'll start Exo War. Remember to check out "D.N. Works" and his spin-off story connected to the United Heroes Universe called "United Heroes: Villain Fire-Mysterio". If you're interested of doing your own spin-off on this series, contact me first.**


	13. Issue 10: Back to the Awakening

_Issue 10: Back to the Awakening_

 **White Space Manhattan, Triskelion**

"Why am I not surprised," Peter questioned, traveling with his friends to the Triskelion, home base of S.H.I.E.L.D. And like everything else in this white void, it's drained of its color along with the countless S.H.I.E.L.D. agents in the vicinity, including the director, Nick Fury and his second in command, Maria Hill, "Here we are coming to the Triskelion to find the next portal, thinking we could get some help from S.H.I.E.L.D., only to find out thousands of highly-trained agents, their one-eyed boss and his grouchy assistant, have turned into life-model statues." He joked.

"Since when do we ever need help from S.H.I.E.L.D.? We're always the ones doing all the heavy lifting." M. Sonic asked as they walk around.

"Someone's got to clean up after ourselves." Peter joked.

"To think a military force as strong as Atlas's could be beaten so easily." Kid Weiss commented, comparing the Atlesian Military to S.H.I.E.L.D.

"It's not like we all knew we would get snatched up by a time-traveling monster." C. Sonic replied.

Thanks to Lyla pointing them to the right direction, they locate the next portal floating right next to the statues of Chrom's little sister, Lissa, Vector the Crocodile, and Lie Ren. "Same routine as before. We need to hurry. All these time distortions are ripping apart our worlds by the second. If we don't stop this, everything will be wiped out." Miguel said.

"We got this. Nothing can scare us!" Kid Ruby said determinedly.

"Kid's got a point." C. Sonic smiled.

"Let's go." Miguel and his allies walk into the time portal back to the past.

* * *

 **Spagonia, Rooftop Run**

 **BGM-Sonic Generations OST-Rooftop Run (Modern)**

It's a wondrous day during this time period. The team arrives in Spagonia, a town famous for its cultural structures and rooftops. "Hey! This is Spagonia, right? I've heard about this place! I finally get to visit it!" C. Tails said happily.

"And it's looks like we're in the middle of a party!" Modern Tails smiled, looking up to see all the festive confetti and balloons all around Spagonia.

"Can we join the party?!" Kid Ruby asked excitedly.

"Why of course!" Peter grabs the young silver-eyed girl so he could show her the beautiful sights of Spagonia, bouncing off each balloon they see, "WOOOHOOOO!"

"HAHA! THIS IS SO AWESOME!" Kid Ruby exclaimed with excitedly joy.

The other members of Team SSSS pick up their own RWBY kid to have some fun with. Miguel carries Kid Weiss swings up the rooftops, web striking the Egg Launchers that are shooting missiles at them. "This town ain't so bad!" Miguel commented, actually having fun swinging through this city. Classic Sonic carries Kid Blake and the two have a high-speed adventure down a cellar while avoiding large barrels and knocking Egg Fighters into next week, even destroying a giant airship in the sky. Kid Yang holds onto Modern Sonic as the hedgehog run up a tall clock tower, with the two grinning as they avoiding the lasers from the Aero-Chasers and jump above the tower, getting an amazing view of the town before grinding down a rail to the next area. Even the Tails get in on the fun, putting the Spider-Mobile on auto-pilot as fly around with their friends. The Tails, Team SSSS and the RWBY kids eventually re-group so the Remnant kids could high-five each other for having a great time with their now-future friends.

"I've always loved coming back here!" Modern Tails smiled.

"What's your history with this place?" Kid Blake asked Modern Sonic.

"Eggman broke the planet into pieces to unleash Dark Gaia, an ancient god monster of darkness that really made a mess of things." M. Sonic answered.

"HE BROKE THE PLANET?!" The RWBY kids, the Classic Duo, and Miguel exclaimed in absolute surprise.

"Yup," M. Sonic casually replied, "We fixed it, of course. Couldn't have done it without our pal, Chip."

"I miss Chip." M. Tails said, missing their Light Gaia friend who loved chocolate and other foods.

"It's okay, Tails. He's a part of the earth we thread. He's always with us." M. Sonic smiled to cheer up his best buddy, which works.

"I really hope we don't have a god monster that lives inside MY planet." Peter remarked.

"I don't see how's that possible though." Miguel replied.

"Everything we DO is not possible!" Peter retorted as they find the next portal and enter it swiftly.

 **BGM End**

* * *

 **Tropical Resort**

 **BGM-Sonic Generations 3ds OST-Tropical Resort (Modern)**

Next stop is a familiar amusement park set in outer space above Mobius, as the heroes dash out of the portal to opening area that is Tropical Resort. "Now THIS is a place I wanted to revisit!" M. Sonic grinned.

"Wow…." The RWBY kids take in the beautiful scenery of the planet outside the park. "An amusement park in space?! It's official! I love your world!" Kid Yang expressed.

"We just visited this place recently, back when Eggman and Doc Ock kidnapped the Wisps to power up a mind-control weapon." Spidey Prime said, still swinging around with Ruby.

"That means we're catching up with current history. This adventure should be over soon." Miguel proclaimed. While swinging with Weiss, he unexpectedly frees a Burst Wisp from its capsule. "Huh? What the shock are you? An alien?" Miguel asked the red alien but is having trouble understanding it's alien language.

"That's a Burst Wisp! Try it out! It's great!" Peter instructed.

"What do you mean 'try it out'-?" Before Miguel could finish, the Burst Wisp flies inside the future spider, allowing itself to be absorbed. "Hey, what did you-," Suddenly, Miguel's costume gains a futuristic, neon-red color, "WHOA! This is a new experience!" Miguel tries out his new powers against some Egg Pawns. He fires large flaming web bombs that explode upon impact, destroying a whole group of Egg Pawns in a single blow. "I could get used to this!" He said, slashing his flaming talons on more robots, even forming a fiery Accelerated Decoy that blows up if you so much as touch it, which is what some idiotic Egg Pawns did.

Classic Sonic joins on the fun, holding onto Blake as he absorbs a Burst Wisp of his own. "Sonic, you sure that's a good idea-." Blake was cut off when she and Sonic's body turns into red, large versions of their heads with no facial features except for the eyes. With this new power, C. Sonic jumps repeatedly in the air, charging up his power to unleash a large explosion that destroys nearby enemies before they turn back to normal. "Never again…" Kid Blake said, dizzy while Sonic laughs.

Meanwhile, both Modern Sonic and Spider-Man Prime free themselves a few Laser Wisps. "Hello there, guys. Long time no see." M. Sonic greeted his alien friends.

"Hi!" Kid Ruby shakes the tentacles of a Laser Wisp, who happily accepts. The cyan aliens allow Peter and Sonic to absorb them, granting them the powers of Laser. With a thwip from his Laser-enhanced Web Shooters, Spidey and Ruby transmit themselves through the laser webbing to bounce off the walls repeatedly, hanging around M. Sonic and Yang who've also transformed into lasers with them. They have so much fun as lasers they already zipped into the next portal with the others following suite.

 **BGM End**

* * *

 **Chrom's world, The Mila Tree (The Fell Awakening Timeline)**

From Tropical Resort, the gang winds up in the shrine of a very large tree known as the Mila Tree, a location located in Chrom's world and a place Sonic and Peter visited not long ago. "And this place is…" Miguel asked.

"I think this is…the Mila Tree. We visited this place when we visited Chrom's world, to find a dragon girl named Tiki. I can sense our past selves are still down below fighting Walhart's forces." Peter answered.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Grave Mishap**

"AAAAAAH!" The screams of a girl capture the heroes' attention and they race off to the source. Close to the shrine they find Tiki, the voice and princess of Lady Naga, the prime divine dragon, being assaulted by Walhart the Conqueror himself and an old foe of Spider-Man, Michael Morbius the Living Vampire. The two time-displaced villains loom over the weakened Tiki, already in their second-stage Xeno Mode, brimming with dark energy.

"Tiki!" M. Sonic exclaimed.

"Walhart?! And Michael Morbius?! They shouldn't be here! Walhart especially! We don't fight him until later!" Peter said.

"Tiki holds the gemstone called Azure that's needed to complete the Fire Emblem. If she dies and the gem is destroyed, our past selves won't be able to defeat Grima, changing the course of history!" M. Tails explained to those unware of this timeline's history.

"Kids!" Peter turned to the RWBY kids.

"We know!" Kid Ruby nodded, running with the other children along with the Tails to a safe place to hide while Team SSSS to do all the work.

 **BGM End**

 **BGM-Dragon Ball Xenoverse OST-Open Field**

Xeno Walhart knocks Tiki around a little more and prepares to finish her with his lance called "Sol" until he hears someone making fun of him, "Picking on little girls, Walhart? Is that how you made your reputation as "conqueror"? A big fat bully is more appropriate."

The dark conqueror, as well as Morbius, turns around to face Spider-Man and his Team SSSS. "Well, if it ain't the childish "Hero-Spider" and the blue rat. I thought my forces were keeping you busy." He said, already swinging his lance at his foes.

"We decided to hurry it up when he heard you were having a great time playing with Tiki." M. Sonic quipped, launching a homing attack Walhart blocked with his lance.

"You're not usually one to come out to do your own dirty work. Got bored sitting on your throne all day?" Peter joked, jumping over his lance swing.

"I thought it would be a good idea to strike the Voice before Ylisse could reach her. This country is mine to rule, and I can't allow you or anyone else get in my way!" Walhart fires a dark energy blast from his lance that the heroes avoid presumably because he's in Xeno Mode.

' _He doesn't have the War Stone with him. Good. Taking him out will be tough but easy. The other guy on the other hand…'_ Peter gets snatched in the neck by Morbius, _'Will be trouble.'_ The Living Vampire pins Peter to a tree and tries to bite his fangs on his face to consume his blood, but Peter keeps moving his head left and right to make it hard for him to connect. "Michael. I already donate my blood to the blood bank last Tuesday. Go find it there!" He kicks Morbius to a ray of light shining a spot on the shrine, weakening him out of his Xeno Mode.

"The light…" Morbius moans in pain, trying to cover himself from the bright light.

"Don't like the light, huh? Should've stayed indoors." Classic Sonic quipped, attacking Morbius with a spin attack.

"RRRAAAAGH!" Meanwhile, Walhart strikes Miguel's sides with his dark lance.

Miguel growls, "Give me that!" He web yanks Sol out of Walhart's hands and breaks it into two. He web zips and dropkicks the stern conqueror in the chest, hopping straight to the air and web slams down right on top of him. "I'm gonna tear your armor like it's tissue paper!" Miguel claws off part of Walhart's armor bit by bit. He gets grabbed by the neck but was freed when M. Sonic triple spin kicks the conqueror's face.

"How are you overpowering me?! I am inexorable!" Walhart arrogantly said.

"Because behind all that armor and weapons, you're just an ordinary guy with an ego. Us…" Both Miguel and Sonic attack and defeat Walhart with a powerful, combined attack, "We're more than that."

"I will drain your blood, little one, and you'll turn into me." Morbius said as he flies around chasing C. Sonic.

"Vampire Sonic does sound pretty awesome. I'll pick up a costume for this year's Halloween!" C. Sonic quipped. The young hog leads Morbius to a web trap that bounces him to another ray of light to weaken him.

"Sorry to do this to ya, Michael. But you tried to suck my blood without permission and that's just not right." Peter joked and finishes Morbius with lightning-fast combos.

 **BGM End**

 **BGM-Dragon Ball Xenoverse 2 OST-Kami's Lookout**

Both the Vampire and the Conqueror lie on the ground, unconscious and defeated before fading away. The heroes believe they've corrected the change in history but that isn't the case, not yet at least. A wormhole in time and space suddenly appear above the shrine, getting the heroes' immediate attention. "W-What?!" M. Sonic remarked. Descending from the portal is a humanoid woman with purple-gray skin, lavender eyes, scaly arms, and a black tattoo over her left eye. Her long, black hair has several teal snakes mixed in, with a single orange snake on the left side of her head. She wears a long, dark purple dress that blends into red at the bottom, with gold trimmings throughout and gold ornaments that matches a certain Goddess of Light's dress. She wields a two-pronged gold and blue staff with two snakes wrapped around it.

"No way…Medusa?" M. Sonic recognized the Goddess of Darkness from Pit's world. Medusa smiles as she confronts the heroes, turning on her corrupted Xeno-2 Mode with the face of the Time Eater on her forehead.

"Medusa shouldn't be in this time period!" Peter remarked in shock, avoiding the energy blasts evil snakehead lady fires at him and the others.

"Gaaah! Time Holes are becoming increasingly unstable! We need to take her down!" Miguel said, using his Decoys to avoid the energy wave slashes.

Xeno Medusa laughs, "Finally I get the chance to destroy Palutena's precious little helpers! You will not stop me!"

"This is getting nuts!" C. Sonic lunges at the god with a mighty spin attack but she teleported away before he reached her.

"That woman…She's not from here, is she?" Tiki asked Modern Sonic.

"Definitely not. Go hide with Tails. We'll finish this." He ordered the manakete, who does what she's told.

After teleporting away from another attack, Medusa smiles, only to lose it when her snake hair gets a webbing makeover from Peter, "Oho. That's a good look on you. Dashing. I know the perfect shampoo that'll help with that hair." Medusa growls as her powers vaporizes the webbing off her hair. She shoots numerous dark lightning bolts that Peter hops and leaps away from, but was soon grabbed in a dark bubble the dark goddess created. She proceeds to enjoy herself by repeatedly slamming Peter to various parts of the shrine before flinging him away.

She sees Miguel running to attack so she won't give him the chance. The second she swings her staff on him he created a Decoy to avoid damage, jumping over it and punches Medusa in the face. "You dare touch me, mortal!" She blasts Miguel but he ducked under it, quickly countering with a brutal web strike to the gut, sending her back a few feet.

"Hey, hey! Try to keep up, old hag!" C. Sonic taunted the god, working with his future self to blitz and disorient Medusa from all directions until she got tired of their games and unleashed an explosion that blows the two to the sky. That didn't stop them as they dive back down and bury her with a twin spin attack.

As she gets up from the crater that was formed, Peter web yanks her staff out of her hand, "Give that back!"

"Only because you demanded it!" Peter uppercuts Medusa to the air and follows with spectacular air combos using her staff. He throws the staff down to Miguel and kicks Medusa towards him so he could slam her head to the floor with her own staff. From the air, Peter attaches two weblines to hurl himself foot-stomping Medusa, forming an even bigger crater. With her weakened, Peter wraps her up in webbing and spins around a few times, "See ya later, Medusa! Remember to check out a barber!" He throws Medusa back through the wormhole she came out from, finally defeating her and correcting this timeline.

 **BGM End**

" _Looks like the timeline is stabilized. History is back to normal."_ Lyla confirmed as the Time Key appears in Peter's hand.

"Nice!" M. Sonic grinned as Tiki, the Tails, and the RWBY kids walk out of their hiding spot. "Tiki, you alright?"

"I'm fine. Thank you all for saving me. I expect nothing less from the heroes allied with the children of the Great Divine Spider." Tiki smiled, referring to the Spider-Men.

"Uh, what is she talking about?" Miguel asked Peter.

"Don't worry about it." Peter casually replied.

"I sense time is of the essence. The creature that has thrown our worlds into chaos is almost done completing its task. I pray, the four of you, are our only hope of survival." Tiki, now aware the timeline is thrown into a loop, said to Team SSSS.

"You can count on us, dragon girl." Classic Sonic smiles and gives her a thumbs up.

"Get some sleep, Tiki. Our past selves should be meeting up with you soon." Modern Sonic instructed her.

Tiki lets out a wide yawn and rubs her eyes, "I am pretty tired from all the trashing. I will get some sleep. Thank you, kind heroes." She lies down and immediately falls asleep just like in the original timeline. The heroes silently open a portal and exit this time period quietly so they won't wake her up.

* * *

 **White Space Manhattan, Triskelion**

The heroes return to the Triskelion, with the base and it's highly-trained S.H.I.E.L.D. are restored back to normal, including Lissa, Vector, and Ren. "Haha. Awesome! You guys saved us! We knew you could do it!" Lissa said happily to her heroes.

"Are you guys alright?" Ren asked.

"We're fine. And it looks like S.H.I.E.L.D.'s fine too." Peter said.

"Got that right," A sudden Nick Fury accompanied by Maria Hill meets up with the heroes. "Good job restoring the Triskelion, but your mission ain't over." Fury told them.

"We know. We have to restore the last of Manhattan and put an end to that monster. Hopefully doing that will bring everybody back home." Modern Sonic said.

"You know, I've got a hunch someone or something is controlling that monster." Vector believed.

"You think so? That thing's a mindless beast." Miguel argued.

"If it's mindless, why is attacking just "our" worlds and not everything else. That thing has a goal, and I'm certain it involves destroying Sonic and Spider-Man and everyone related to them." Vector replied.

"Could that really be it?" Lissa wondered.

"You might be onto something, Vec. And if that's true, who's controlling it, and why attacking our history?" Peter asked.

"Could it be Kang the Conqueror? That guy will do anything to conquer all of time." Maria guessed.

"But why attack Sonic and Spider-Man specifically is the question," Fury replied, thinking it's not Kang behind this. He turns to the heroes, "It's up to you guys to solve this mystery and put a stop who's behind all of this."

"We're on it, Fury. Time Patrollers, we're moving out!" Peter and his time-traveling team race back to Avengers Mansion where the last Time Portal will be found.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Modern Sonic: I'm Sonic. Sonic the Hedgehog! More playing with the Wisps on their home planet!**

 **Classic Sonic: This place is beautiful, but it seems Eggman was trying to transform it as part of his amusement park. That guy just keeps getting worse as time passes.**

 **Modern Sonic: Hmm? Who's that? Is she from another timeline? Never saw someone fight like that before.**

 **Next time on D-Avengers: Generations-**

 _ **Time Traveling Reaper**_

 **Modern Sonic: Annnd we have to fight that thing again. Swell…**

* * *

 **KFX Here: Next chapter will feature one of the new characters that appeared in RWBY Vol. 6, because why not.**


	14. Issue 11: Time Traveling Reaper

_Issue 11: Time Traveling Reaper_

 **White Space Manhattan, Avengers Mansion**

 **BGM-Sonic Generations OST-Cutscene 3**

A portal that leads to a familiar alien planet finally appears outside of Avengers Mansion. Modern Tails drives the Spider-Mobile up close to the portal just as the Spiders and Sonics arrived. "There it is! The portal finally opened!" M. Tails noticed.

"Just like Miguel figured. Now we can restore the Avengers and the Chaos Emerald back to normal." C. Tails said.

Modern Sonic takes some time to walk up and talk to the RWBY kids, "How have you kids been enjoying this field trip?"

"Field trip?" Kid Weiss raised an eyebrow as this is no ordinary field trip.

"We're having a blast," An excited Kid Ruby predictably answered, "Getting to travel through time, visiting new places, making new friends that are already our friends…"

"It's been one bizarre trip I can say that." Kid Blake simply said.

"C'mon! I want to see what era we visit this time!" Kid Yang smiled excitedly.

"Ha ha! Say no more! Let's roll!" M. Sonic grins. The crew doesn't waste any more time and simply enter the portal to another trip to the past.

 **BGM End**

* * *

 **Planet Wisp**

 **BGM-Sonic Generations OST-Planet Wisp (Modern)**

The portal opens up in the beautiful Planet Wisp, a planet the D-Avengers visited during the kidnapping of the Wisp incident. "Here we are! Planet Wisp, home of the Wisps!" Modern Sonic smiled as they race out of the portal and begin exploring the planet for the next one.

The RWBY kids are in awe to be visiting an alien planet for the first time, bypassing all the different variety of Wisps having fun on their lush and harmonious little planet. "We're actually on an alien planet…Wait! We can breathe here, right?" Kid Weiss asked.

"Surprisingly." Peter quipped.

"We need to find the next portal." Classic Tails said.

 **BGM End**

Up in the air web-swinging, Miguel sees something or someone in the distance using his Accelerated Vision to enhance his eye sight. "What's that over there?" The future spider asked as the gang follow him to whatever he saw.

As they get closer, they stopped in place where they are surprised to see someone else is on this planet that's not them or the Wisps. Speaking of Wisps, a few of them look frightened from a group of Xeno-powered Egg Pawns and Alchemax robots. Lucky for the aliens, however, someone was already there to protect the little creatures. A young, shoulder-length black ash haired woman that looks to have a tan complexion. She wears an ornate skull mask that all but completely conceals her face, revealing only her lower. She wears a hooded cloak colored dark blue, having a long skirt, collar light blue shirt, and dark brown boots. She also appears to be wearing a dark blue skull necklace.

"Who's that?" Miguel asked, having no clue who this mysterious woman is.

"She's not from around here, but whoever she is…" Modern Sonic started talking. The masked woman swiftly takes out a pair of kamas and proceeds to make short work of the robots. She slices and dices each robot, one by one with impressive use of speed and agility. Just as an Alchemax robot was aiming its arm cannon at her, in a span of a few seconds, she combines the kamas into one twin bladed weapon and cuts the arm cannon before it could even finish charging up. She stabs the robot and throws it at a group of Egg Pawns, causing them to explode with the woman no worse for wear, "She's good." Sonic finished, with himself and his friends stunned and impressed by the woman's amazing skills that could match Captain America's.

The skull-face woman checks on the Wisps she saved. They cheer for her in their native language. And despite not understanding them, she smiles to see they are alright.

"HEY!" Peter shouted.

"Hm?" The woman turns around to see the Time Patrollers walking up to her.

"That was awesome, lady. We never saw anyone fight like you have." Peter complimented the woman's abilities, with the others nodding in agreement.

The woman smiles, "Thank you. I'm glad I had an audience watching me work. I'm to assume you all also got swallowed up by a strange portal that sent us to this planet?" She asked, revealing that, like Past Salem, was taken in by surprise when a time hole came out of nowhere and transported her to Planet Wisp.

"Lucky guess." M. Sonic grinned.

"We're trying to fix the mess that sent you here through space-time. If you like, you could hang out with us until we can get you home." Miguel offered.

"I would like that. Wherever I am, it's definitely not Remnant. I can't use Dust here." The skull-face woman revealed she is from Remnant.

"You're from Remnant? Just like us?" Kid Ruby asked, referring to herself and the other RWBY kids.

"I could tell from your weapons alone," Peter said, already had a feeling she was from Remnant, "Who are you?"

"I go by the name "The Grimm Reaper"." The newly-introduced Grimm Reaper gave out her codename.

"You don't really look like the Grim Reaper." C. Sonic remarked.

" _Grimm_ Reaper. I'm pretty famous for killing the most dangerous of Grimm from my world." Grimm Reaper said.

"We definitely haven't heard of you until now." Kid Weiss said, never hearing of this "Grimm Reaper" before.

"She's probably somebody from a different time period of your world." Classic Tails said to the young heiress.

"Hop on my car, Reaper lady. Team SSSS will serve as your first ever, time-traveling tour guides." Peter directs the Grimm Reaper to a seat on the Spider-Mobile.

"Does this tour guide take us to a place where you could make up a better name than 'Team SSSS'?" Reaper joked.

"Told ya we need a better team name." Miguel told his predecessor.

"I'm running a theme here! Not ever name is perfect! Cut me some slack!" Peter retorted.

 **BGM-Sonic Generations OST-Planet Wisp (Modern)**

Now accompanied with the legendary Grimm Reaper of Remnant, the heroes continue their exploration of Planet Wisp, leading them to the construction site area of the planet. "What's up with all the construction?" Kid Blake asked.

"Eggman was trying to transform this planet as part of his amusement park." M. Sonic frowned while destroying Egg Pawns and Alchemax robots.

C. Sonic growls, "That monster! He gets more evil with age!"

"I assume this 'Eggman' is your arch-enemy of sorts?" Reaper asked the hedgehog.

"Yeah. He's been a pain in my butt for years. He's a menace to the whole world!" M. Sonic explained.

"And to other worlds from what it seems. I wonder if Remnant has a villain that dangerous and evil?" Reaper wondered.

"Ooooh, you do. Trust us." Peter replied, referring to Salem. The webhead swings over to a Rocket Wisp capsule and frees the alien trapped inside and absorb its power. "Hey guys! Check me out!" He shoots out a missile-like web shot he attaches a webline on to blast off upwards, amazing the RWBY kids and the Grimm Reaper.

"You can absorb those aliens to give you extra power?! I didn't know that!" The Reaper remarked.

"Think of the Wisps as 'living organic Dust with eyeballs', and A LOT more powerful." M. Tails explained to the legendary warrior.

Modern Sonic joins in on the Rocket fun and blasts off through ceilings that block their path. Miguel and C. Sonic were able to absorb the Spike Wisps that grants Miguel a neon spiky armor and turns C. Sonic into a spiky pink ball. These new powers help them climb walls and ceilings better, even makes destroying Egg Pawns a lot more fun. Even the Grimm Reaper gets in on the fun. From the Spider-Mobile, she absorbs a Spike Wisps into her Kamas and strikes the ground, releasing a wave of pink spikes towards the incoming robots that block their path.

"Much better than Dust indeed." She smiled as the crew enter another time portal to another world.

* * *

 **Pit's World, Underworld Castle**

 **BGM-Kid Icarus Uprising OST-Underworld Castle**

The crew then ends up inside Medusa's dark castle, during the time period where the D-Avengers and Pit went to put an end to her schemes. "Where is this place?" The Reaper asked as she decided to hop off the Spider-Mobile and travel the rest on foot with Team SSSS.

"We're back in Medusa's castle." Modern Sonic answered.

"But we just beaten the evil snakehead god lady." Peter quipped.

"You fought a god?!" The Reaper remarked in surprise.

"Wouldn't be the first time and definitely won't be the last." Peter quipped.

Not wasting any time, the united heroes race through the underworld castle, coming across many of Medusa's monsters like Phils, Skuttlers, and Monoeyes, and of course time-displaced Public Eye cops. They were easily dispatched by the heroes' might, especially thanks to the Grimm Reaper. Peter notices something odd about the way she fights. While she was busy fighting Public Eye cops, a Skuttler was going to shoot her in the back when she doesn't expect it. But somehow she does. She leaped off the cop's chest vault over the Skutter's incoming attack and finish it off before it could attack her again.

"How did you do that," Peter walked up to the Reaper, "You were able to react to its attack before it happened?"

"It's my Semblance. I call it 'Preflexes'. It simply allows me to sense everything better than most people, which helps greatly in battle." The Reaper answered.

"So your Semblance is a Spider-Sense. That's not a bad power." Peter said, comparing her Semblance to his Spider-Sense.

"Spider Sense? Is that your Semblance too?" The Reaper asked while destroying more Monoeyes.

"No, no. It's one of my basic powers. My Semblance is a bit of a doozy, and one I rarely use," Peter swing kicks a Skuttler in the face, "I call it the 'Web of Bonds'. I can choose to gain extra strength from the bonds I've forged with friends and Spiders alike, which are a lot at this point."

"I can see why you don't use it so often. You're already an _exceptional_ warrior on your own." The Reaper complimented Peter's battle prowess.

After grinding some rails and avoiding bottomless pits, the crew find themselves in a grand hallway room, which soon become pestered with Xeno-powered Beowolves and Ursa Grimm that popped out of a wormhole. "GRIMM!" Kid Blake exclaimed.

"So _those_ are the Grimm." C. Sonic said, not scared of the wild beasts in the slightest.

"Took them this long to show up?" M. Sonic joked as this is there first encounter with Xeno Grimm even though this adventure is almost over.

The Grimm Reaper flaunts her cloak as she prepares to use something very special against the Grimm, "I got this-."

"I got this!" Peter interrupted her. With the use of his violet-colored, Perfect Synchro aura, his eyes gain the heterochromic colors of red and blue, and with a simple, stern glare, he exerts his own willpower as an invisible shockwave throughout the room, disintegrating all the Grimm in the area, a skill that left the Grimm Reaper in shock 'n awe, "Let's keep moving! The portal shouldn't be far away!"

' _How did he do that…'_ The Reaper asked, still in shock of Peter's ability to kill Grimm with a simple glare, _'He doesn't have…No. It's different. Similar, but different. His is more…destructive, yet calm? It's not his Semblance, but his aura. It's nothing I've ever felt before.'_

"There's the portal," Classic Tails points to the third time portal, "This one will take us to the current change in history."

"Let's go fix it then!" The Reaper charged into the portal along with the Time Patrollers.

 **BGM End**

* * *

 **X's World, Maverick Hunter Training Facility**

 **BGM-Dragon Ball Xenoverse OST-Endurance**

The portal opens up in a high-tech boss arena the heroes arrive in. "Now who's the powered-up baddie that needs a beating?" As soon as Peter finished his quipped, both his Spider-Sense and the Grimm Reaper's Preflexes warns them to narrowly duck from a thrown dark shield. It swiftly arrives back in the hands of a Xeno-2 Mode roboticized Captain America, during the Ultron Sigma incident. Mega Man X, the D-Avengers's ally at the time, is having his buster full dealing with both the Dark Mecha Captain America and a dark-colored Punisher that's carrying futuristic weaponary and appears different from Frank Castle.

"Mecha Captain America and a Punisher I've never seen before. He's from 2099 too?" Peter asked his future counterpart.

"Yup." Miguel simply replied.

"Let's make this quick then." Peter quipped.

As the Tails and RWBY kids do the usual routine of hiding for their safety, Team SSSS and the Grimm Reaper went up to assist X to deal with the Xeno villains. X notices his partners as well as their counterparts joining the battle, "Spider-Man. Sonic. Why are there…?

"Why are there two of us? It's a long story we're tired of explaining to everyone." M. Sonic replied as he kicks Mecha Cap in the face.

"You're going down, little rat." Punisher 2099 is firing at Classic Sonic with dual-wield energy machine guns that fires many bullets in a second.

"Oooo. I'm so scared, bonehead." C. Sonic smirked as he easily evades his bullets.

Since he's distracted, this gives Miguel the chance to slash his guns into two and kicks him away, "Gettin' tired dealing with you, Gallows!" The Punisher of the future whips out multiple Shuriken-shaped skulls and throws them at Spidey 2099. Miguel starts dodging them only to notice they auto-target him, so he uses his Accelerated Decoy to misdirect them while he punches Punisher after he was attacked by X's charged shot.

Nearby, the Grimm Reaper and Mecha Captain America are in the middle of an extremely intense, one-on-one clash that pushes both warriors to their best. With every kama swing, the shield blocks them perfectly. Even the Reaper's Preflexes is being matched by Xeno Mecha Cap's enhanced speed and strength. During the heated scuffle, Cap throws his shield that the Reaper avoided because of her Semblance, but didn't save her from the surprise punch to her mask, cracking and breaking a part of it, revealing one of her mysterious silver eyes.

"You okay?" Peter asked the wounded Reaper as he swing-kicks Cap and throws his shield right back at him.

"I'm alright, but he's getting stronger." The Reaper replied as she feels Xeno Mecha Cap growing stronger by the second.

"X! Do you have Hex Bolts and Repulsor Ray with you?" M. Sonic asked the heroic reploid about his Special Weapons.

"Of course! You think those are his weaknesses?" X asked.

"I KNOW those are his weaknesses. Time-traveling, ya know?" M. Sonic grinned.

"I'll take your word for it." X replied, not entirely sure if Sonic is joking or telling the truth. Nonetheless, the Maverick Hunter does what he's told. He equips himself with Hex Bolts and fires three crimson chaotic orbs of chaos magic that seriously do the damage on him. He swiftly shifts to Repulsor Ray and charges it up to fire a Unibeam that defeats Cap.

Meanwhile, the battle against Xeno Punisher 2099 is coming to a close. Miguel claw uppercuts Gallows to the air for the Grimm Reaper to air battle him. She strikes him down to Classic Sonic, who defeats him with a supercharged Spin Dash.

 **BGM End**

"Is that it? Can we go home now?" C. Sonic joked.

Unfortunately, that's not the case. From the ceiling, another wormhole opens up and summons down a small innocent-looking doll that looks like Tails. "A…doll?" X questioned with a very confused look on his face.

"AAAAAH! WHY IS THAT THING HERE?!" Peter screamed, recognizing the Tails Doll from his first adventure with Sonic, and hops onto a frightened Modern Sonic like he's Scooby Doo.

"Not that thing again…" Modern Tails gulped from his hiding spot as he's too frightened to see Tails Doll again.

The Grimm Reaper gives the frightened heroes a raised, confused eyebrow, thinking their overreacting, "What is there to be afraid of? It's just a cute, innocent…"

 **BGM-Dragon Ball Xenoverse 2 OST-Villainous Boss Battle**

Suddenly, the Tails Doll starts to float in the air, slowly changing into something way more monstrous. It sprouts tentacles-like appendages, a large vertical mouth at the center of its morphing body, surrounded by two layers or sharp teeth, with its red control gem sealed in what appears to be its mouth. All the heroes stare in great shock, horrified and scared of what they are confronting.

"TERRIFINLY CREEPY DOLL!" The Grimm Reaper finished her sentence with her eyes widen in terror.

"The dolls of the past are so ugly and creepy." Miguel quipped.

The Monster Doll lets out a monstrous roar as it also enters its own Xeno-2 Mode to enhance its terrifying power. "Creepy Tails Dolls transforms into a 30-foot horror monster! Did NOT see that coming!" Classic Sonic joked while avoiding its lasers.

"This is the third time this year! Why do we keep running into this thing?!" Peter asked before getting smacked to a wall by a tentacle.

X is doing his best dodging while firing his X-Buster at the monster doll. "We can take it! Just focus and…" He sees an incoming laser attack, causing his eyes to widen. "Uh oh." He said before getting blasted.

Miguel and Grimm Reaper are hanging onto the creature and doing all they can to hurt it, but whatever damage they dealt it is almost immediately repaired by absorbing nearby matter. "Nothing we do is leaving a dent!" Grimm Reaper commented, annoyed.

Modern Sonic prepares to give out the plan while running away from the mechanical beast's attacks, "We need to destroy the control gem hidden inside! Miguel, try to hack it! There should be a port somewhere!"

"On it!" Miguel hops onto its back head, locating the port. He activates Lyla from his wrist device, "Lyla! Shut this thing down!"

" _On it."_ Lyla digitally transmit herself into the monster's system, causing it to scream in pain.

" **INTRUDER IN THE SYSTEM! PURGE! PURGE!"** The head then opens to reveal the control gem along with the original Tails Doll.

"Now destroy it!" Miguel ordered Classic Sonic.

"Got it!" C. Sonic jumps up and spin dashes through the head, grabbing Tails Doll and ripping the control gem from its head, which dismantles the monster bot into pieces. He stomps on the gem and throws the doll to X to vaporize it once and for all.

 **BGM End**

X lets out a sigh of relief, "That's the end of that." He walks up to Spider-Man Prime and Modern Sonic, with the latter retrieving the third Time Key. "I'm gonna take Captain America back to headquarters. I don't know the full details of what's going on, but you guys seem to be on the case. Good luck on your mission." He smiles, giving his friends a thumbs up.

"Yeah. You too, X." M. Sonic smiles with him and Peter returning a thumbs up before exiting this time period with the Time Key.

* * *

 **Remnant (In the Grimm Reaper's time period)**

The Time Patrollers enter the Grimm Reaper's timeline, at a mountainous region close to a rope-suspended bridge. "This is my stop. Thanks for bringing me back," The Grimm Reaper smiled at her new friends, "As much fun as I want to help you save all of history, I don't think I'm really needed."

"You sure? We could use someone with your skills." Peter discussed.

"I would _love_ to show off a little more, but some of you are 'much' stronger and faster than me. You make a capable team, strong enough to protect the future." The Reaper replied.

"That's what we're fighting for. A better future." M. Sonic grinned.

"Will we ever see you again?" Kid Ruby asked the Reaper, who walks up to the silver-eyed girl.

"Anything possible. I know "you" will grow up to be an incredible warrior the next time we meet." The Reaper replied to the young child.

"How're you so sure? I mean, we know because time travel, future information and stuff." M. Sonic remarked.

"It's because of her silver eyes." The Reaper told the hedgehog.

"Her eyes?" He replied, a bit confused.

The Grimm Reaper then thought it was a good time to take off her mask and surprise her friends to reveal her face and her own silver eyes. "You have…silver eyes, just like Ruby?" Peter remarked, shocked to have been working together with another silver-eyed warrior.

"My real name is Maria Calavera. I inherited my eyes from my father who was a former solider and my teacher in combat." The Grimm Reaper, Maria, told the heroes.

"I see. No wonder you're called the Grimm Reaper. You have the power to destroy a whole army of Grimm with a simple glare." Peter calmly deduced.

"Same to you." Maria replied.

"I don't have silver eyes. Mine are hazel, but they do have the special power to attract lovely ladies…" Peter joked.

Maria chuckled from his little joke, "I'm not talking about that. I'm referring to the power you used to destroy those Grimm earlier."

"You mean Perfect Synchro?" Peter asked if that's what she's referring to.

"That power seems to be like a highly advanced, "completed" state of what makes these silver eyes so special. Like it's one half of a very complex equation for this 'Perfect Synchro'." Maria presumed.

"All I know is this power is very rare and very hard to achieve, even for gods. The only reason I could use it because my life just absolutely sucks, but I keep pushing forward no matter the obstacle." Peter explained, receiving an understanding nod from Maria.

"We should probably head out now." Classic Tails proposed.

Peter nods, "Yeah." He shakes hands with Maria, "Thanks for the help, Maria. You take care of yourself. Hope we see each other again in the future, though by time you're probably really old and short, maybe cranky."

Maria scowls at the jokester, "I will not be that! Even if I'm an 'old' lady, I'll still be more energetic than most women my age."

"Hehe! See ya later, granny!" M. Sonic joked, annoying Maria one last time before the team returns to White Space.

"Those children. I'll be really surprised if the space-time continuum survives because of them." Maria joked as she puts on a new mask, then silently crosses over the bridge to see what destiny holds for her, if she still has eyes by then.

* * *

 **White Space Manhattan, Avengers Mansion**

The space-time team completed their mission fixing the change in history and are exiting the wormhole to an Avengers Mansion that's returning, as well as fifth red Chaos Emerald floating in the sky. "Dudes, there's the Emerald!" Modern Sonic noticed.

 **BGM-Sonic Generations OST-Cutscene 6**

The red Chaos Emerald regains its color and flies off into the distance. Team SSSS look at each other with a grin as they plan to have a little game who gets the emerald first. They race off, with the RWBY kids cheering them on from the sidelines. "Mine, mine, mine, mine, mine…" Peter repeatedly said as he web-zips like no tomorrow towards the emerald. It was that time Modern Sonic decided to ruin his friend's fun by leaping into the air and do an air boost to snag the emerald, "Awwww…"

Classic Sonic stands there amazed by his future self's awesome trick, "Whooooa…"

"Pretty slice move, huh?" M. Sonic smiled, playing around with the emerald.

"That was just…SO COOL!" Classic Sonic expressed, giving his future self a spinning thumbs up.

 **BGM End**

They finished playing around just in time as the statues of the Avengers, Charmy Bee, and Nora Valkyrie fully restored themselves. "We're okay!" The Wasp turns small and flies around, happy to be alive again.

"Whew. Don't want to do that again." Yellowjacket rubs his aching head.

"WOOOHOOO," The ever hyper-active Nora gives the sky two thumbs, "Nora Valkyrie is back baby, ready to break some legs and some skulls!"

"I was scared because somebody took me, but now I'm free! I'm a free bee, free bee, free bee, whee!" Charmy flew around and gave Nora a high five, with both of them giving a thumbs up to the heroes, who are all just confused and perhaps annoyed by their antics.

" **Can you guys dial it down?"** Iron Man asked the loudsters, groaning and shaking his head.

"Thanks for rescuing us, you guys. What's the status report?" Captain America asked the heroes.

"Most of Manhattan has been restored. We should be close finding our way out of here." Peter reported.

"Have you found out where that giant monster went? I'm in the mood for some smashing." Hulk cracks his fists.

"Not yet, big guy. Just hold on." Modern Sonic assured the smasher.

" **Well you need to hurry. There's been a lot of damage to the space-time continuum. If we don't stop that monster…"** Iron Man started.

"Our clocks will permanently break," Peter finished for him with a little joke, "We're on the case, Tony. Just need to find the remaining Chaos Emeralds, then we can take the fight to that thing."

"In the meantime, the city's in disarray from being stuck here. We'll keep the people in line, while it's up to you guys to bring us home." Cap said, leaving their fates to the Spider-Men, the Sonics, Tails', and the RWBY kids.

"Go crush that monster!" Nora encouraged the heroes.

"We're on it." Peter replied with a smile.

"Go forth, Heroes of Time! We will be praying for your lustrous victory!" Thor encouraged as the Time Patrollers speed off to locate the remaining Chaos Emeralds, find the last Time Gate, and stop the Time Eater once and for all.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Spider-Man Prime: It's your friendly Neighborhood Spider-Man! O'Hara! I thought you said Eggman and Ock were kidnapped by that giant monster!**

 **Spider-Man 2099: A female Ock was kidnapped, but I don't know why Eggman is still here. I wonder…**

 **Spider-Man Prime: No time to think about it now! We need to get that Chaos Emerald! Here we come, docs! Can you match this?**

 **Next time on D-Avengers: Generations-**

 _ **The Worst in History**_

 **Spider-Man Prime: Your machines never did stood a chance against us!**

* * *

 **KFX Here: Two more chapters plus a short epilogue left. I'm not sure if I'll add Maria in future stories. It's a possibility. Maybe a cameo in Exo War? We'll see. Hope you liked her little involvement in this chapter.**


	15. Issue 12: The Worst in History

_Issue 12: The Worst in History_

 **White Space Manhattan**

The restoration of Manhattan is just about complete. From Chinatown to Hell's Kitchen, buildings and people have regained their color and life. Despite all of this however, the city is still stuck in this eternal white void of nothingness and it's starting to make everyone worried if they'll ever go home again. At F.E.A.S.T., Mary Jane Watson, Aunt May, Cream the Rabbit, and Saphron Cotta-Arc are providing people resources and a place to stay for a while since most of them are separated from their homes in Queens or Brooklyn, which aren't in this White Space. Inside Avengers Mansion, Iron Man and Yellowjacket are searching for alternatives to get themselves back to Earth if defeating the Time Eater wouldn't solve the trick, but came up with nothing so far. Outside the mansion, hundreds of angry New Yorkers are demanding answers from the Avengers when will they get back home, with the NYPD having trouble keeping them at bay.

"WHEN ARE WE GONNA GO HOME?! I NEED TO CHECK ON MY KID!"

"I HAVE WORK IN LESS THAN 15 MINUTES, OR MAYBE I'M ALREADY LATE BECAUSE MY CLOCK STOPPED WORKING!"

"THAT MONSTER IS GOING TO KILL US ALL!"

"CAN I GET THOR'S AUTOGRAPH?!"

"EVERYONE, EVERYONE! PLEASE CALM DOWN!" Jaune Arc said to the angry civilians, guarding the gate to Avengers Mansion with the rest of Team JNPR, Amy, and The Thing to calm the people down, but it isn't working in the slightest. "WE HAVE SOME OF OUR BEST PEOPLE LOOKING INTO THE SITUATION! SONIC AND SPIDER-MAN WILL GET US HOME! GIVE THEM A LITTLE MORE TIME!"

"WHY SHOULD WE TRUST HIM?!"

"THAT GUY'S A MENACE! HE PROBABLY GOT US INTO THIS MESS IN THE FIRST PLACE!"

"THAT AIN'T TRUE AND YOU KNOW IT PAL!" The Thing angrily retorted, not liking his webheaded friend getting blamed for this mess.

"SONIC AND SPIDEY WILL SAVE US! YOU'LL SEE!" Amy shouted.

Jaune exasperates in a combination of frustration and annoyance of the people's attitude towards Spider-Man, "I can't believe these people! Spider-Man has been saving the city for YEARS, is on TWO Avengers teams, a Huntsman, and he's STILL treated like a criminal! How does he deal with it all?"

Pyrrha puts her hand on her leader's shoulder to comfort him, "Let's not give up. That's what he does. Let's put our faith he and Sonic find Team RWBY and bring us back home."

"Where ARE Ruby and the others? The older ones, not the kids. You'd think they've been found right now." Jaune wondered.

"I am getting worried," Pyrrha looks down, worried for her classmates, "The city's been almost fully restored and there's still no signs of them." She stops moping for a bit when she and Jaune notice Captain Yuri Watanabe approaching them, "Captain Watanabe. What's the problem?"

"The city is going into a panic. It's getting hard to keep them calm. Where's Spider-Man?" Yuri asked the Beacon students.

"He and Sonic are looking for the remaining Chaos Emeralds and that monster's dimension. Knowing them, this should all be over soon." Jaune answered the police captain.

"Good, because I don't know how long we can keep this city together." Yuri said, worried that if the destruction of time doesn't finish them off, the city will do it themselves.

* * *

 **Crisis City**

"You sure the Chaos Emerald is here?" Spider-Man Prime asked Modern Sonic as the two travel alone on the lengthy highway of this ruined city.

"That's what Tails said. While the rest of the gang finds the next Time Gate, we need to search for the sixth emerald." Modern Sonic replied.

 **BGM-Sonic Generations OST-Rival Battle: Silver**

On the highway road around the city, Peter's Spider-Sense kicks in, warning him of a broken car being thrown at him and Sonic from behind, "Watch out," he shouts and they dodge it. Someone flying at top speed is telekinetically lifting multiple cars to attack the duo. The Spider and Hedgehog dodge each thrown object like no tomorrow before they could speed up. The menace behind these assaults turns out to be a corrupted Silver the Hedgehog, granted a dark aura in his Xeno-2 Mode to enhance his Psychokinesis. He mentally lifts up another car and flies pass the heroic duo.

"Silver?! What's he doing?!" Sonic asked, wondering why their future friend is attacking them.

"That dark energy has put him under some sort of mind control! We have to snap him out of it!" Peter replied.

"RRAAAAGH!" A loud roar captures their attention.

"What?" Before Spidey could know it, he was tackled to a burning wall of a slanted building by a Xeno-2 Mode Scarlet Spider, Peter's former evil clone. "Kaine?! You're under mind control _again_? All those therapy sessions with Blake have gone down the drain." He joked.

Scarlet roars and assaults his 'brother' with brutal swings of his fists. Peter does his best blocking and deflecting most of Kaine's relentless attacks until he was kneed in the chest and brutally punched through the window into a ruined office building. _'Urgh. Keep forgetting Kaine's stronger than me. Doesn't know the meaning of holding back.'_ He thought. Kaine lunges in as Peter backhand springs away from his cunning stingers. The angry Scarlet Spider growls, acting his ISO-enhanced Semblance called "Spider Out", surrounding his fists in flames. The 'Flames of Kaine' he calls it. "Flame fists? I am jealous of your powers." Peter quipped. The quippy webhead dodges more of his brother's ruthless assaults, throwing a desk that Kaine breaks and burns with his fists. Kaine uses another ability of his Semblance to teleport behind Peter and smack him, "And teleportation? How many powers does that Semblance gives you?" He was able to hit Kaine with his Trip Mine gadget, causing a table to get webbed up and smack the clone in the face before Peter could deal his own speedy assault.

Outside, Sonic is having fun taking on his psychokinetic friend. "I don't remember the last time we fought, Silver, but I'm ready to beat you down!" Sonic grinned. The corrupted hedgehog picks up some debris and throws them at Sonic, who dodges them easily. Silver lifts up several more objects while distancing himself away from Sonic. _'Now's my chance.'_ Sonic starts homing attacking the floating objects to make his way to Silver, smacking him to the ground with a spin attack.

Silver shakes his head before teleporting back to the air and throws several large blades of psychic energy at his foe. "Cut and dry, my friend!" Sonic quipped, easily avoiding the psychic knives but was hit by a thrown car while he was distracted. "Not cool, dude!" Sonic glared.

The silver hedgehog then uses the debris to create a large, makeshift ram to charge at Sonic, "Take this!"

"Nice to know you can still talk!" Sonic quipped, jumping onto the ram and boosting forward to hit Silver with a homing attack.

"WHOOOA!" Back with Spider-Man, he is punched through the ceiling by Kaine and lands on the rooftop. "We could've just used the elevator!" He quipped. Scarlet Spider jumps up to meet him, roaring to the sky as his energy intensifies and uses the third ability of his ISO-Semblance to transform into a dark Man-Spider sprouting multiple arms from the back. "C'mon, Kaine! Work with me here!" Peter said but Kaine doesn't listen. The mutated Kaine strikes Peter with his spider-arms, forcing his brother on the defensive and dodges his attacks. Peter goes for a web strike kick, but Kaine shields himself with a temporary metallic exoskeleton that boosted his defensives and took the hit with no damage, "You are getting _really_ annoying!"

" _ **Now you know how I feel."**_ Kaine finally said a word and it was a joke. Peter web throws a burning debris pile to stagger Kaine so he could downward slam his head with an aura-enhanced fist. Kaine grabs his brother with a spider arm and throws him aside, then barrages him with energy bullets from his mouth that Spidey blocks with a web shield. The mutated Scarlet Spider breaks through Peter's shield, so Peter slides under his feet to spin kick his back.

"This will shock you!" Peter electrocutes Kaine with electric webbing, stunning him long enough for Peter to deliver the finishing Spider-Fu combo. "And that takes care of that." Peter said as he watches the dark energy evaporate from Kaine's body as he deforms to his human form with the full costume.

Sonic seems to be almost done with his fight with Silver. "Give up!" Silver said after lifting three objects and suspended them in the air for a bit and tries to crush Sonic with them.

"Not a good time for that! I got other things to do!" Sonic quipped as he avoids getting crushed and homing attack Silver once more. "Is that all you got? Try something bigger!" Sonic taunted. It would seem Silver intends on doing just that. The corrupted hedgehog flies behind Sonic, making him wonder what he's doing until he saw large amounts of debris are mashed together into a colossal ball many times their size. "Why do they always take my advice so seriously?" Sonic joked, a little shocked to see how massive that ball of junk is.

"METEOR SMASH!" Silver launches the ball along the highway behind Sonic, intending on crushing him.

"Move, Sonic, move!" Sonic boosts like there's no tomorrow away from the wrecking ball but it's still catching up. As he runs away, Silver tries to crush Sonic with a large container.

"This is the end!" Silver attacks him with the container, but Sonic was able to quick-step away just in time, giving him this one chance to finish Silver with a decisive homing attack, causing him to fall to the ground and get crushed by his own ball of debris, ending this fight.

 **BGM End**

Moments later, Silver breaks out from the wreckage coughing, free from the Time Eater's control. "Wha…What happened?" Silver asked.

"I won." Sonic quipped.

"Won what? Where are we, because this place gives me a disturbing feeling of Deja-vu?" Silver asked as he walks out of the wreckage, commenting on Crisis City and how it feels _awfully_ familiar to him.

"We're time traveling. You should know that." Peter quips to the time traveling hedgehog as he jumps down holding a recovering Scarlet Spider.

Scarlet groans, "Urgh…That's what we're doing. How did I get wrapped up into this? I moved _away_ from New York to avoid craziness like this."

"Well New York _and_ everything else is in trouble." Peter replied.

"That's expected when you two are involved." Kaine joked, referring to Peter and Sonic.

Silver reaches out to his quills and takes out the sixth white Chaos Emerald and gives it to Sonic, "Here. I think this might help resolving this crisis."

"That's what we came here to collect. C'mon. Let's head back to New York." Sonic advised and the others follow him to a portal.

* * *

 **White Space Manhattan**

The Hedgehogs and the Spiders jump out of the portal to the streets of Manhattan trapped in this white void. "New York! H-How did this happened?" Silver commented, as he and Scarlet are surprised to be in a city trapped outside of time and space.

"Sonic! Spider-Man! There you are!" Kid Blake shouted, running up to the heroes with Kid Yang, surprising both Scarlet and Silver to be meeting child versions of some of Remnant's best Huntresses-in-training.

' _You must be kidding me.'_ Scarlet said in his head.

"What's up, kids? Did you find the Time Gate yet?" Sonic asked the Remnant kids.

"Yeah! It's at a place called the "Bar with No Name". We're about to open it now." Kid Yang answered.

"Really," Peter questioned, a little surprised to hear the gate is hanging around the most famous criminal hangout spot in the city. "Alright. Let's make this quick."

"You're really Blake, right?" Kaine asked the young faunus.

"A younger version of the one you know, yeah. Are we friends in the future?" Blake asked.

Kaine blushes a bit behind the mask, embarrassed to tell her they're a couple in the future, "Y-Yeah. Something like that. You've helped me deal with personal problems in the future and I can't thank you enough."

Kid Blake smiles, "Your welcome."

Kaine turns to Peter and whispers, "This is really awkward. I'm talking to a kid version of my girlfriend."

"That's how I've been feeling." Peter whispers back, referring to some awkwardness babysitting a child version of Yang, his current girlfriend.

"We'll check in with the other heroes while you guys fix this mess." Silver said, as he and Scarlet plans to reunite with the other trapped heroes to assist them keeping the city safe.

"Good. Keep us posted." Sonic nodded.

"Good luck, you guys." Silver said, flying away with the web-swinging Scarlet Spider as the others run back to meet up with the other Time Patrollers.

* * *

 **Bar with No Name**

Spider-Man 2099, the Classic Duo, Modern Tails, Kid Ruby and Kid Weiss stand in front of the Time Gate and prepares to activate it. Before they could however, the other heroes caught up with them.

"We're you guys seriously gonna start the party without us?" Modern Sonic joked.

"Yeah." Classic Sonic grinned.

"You are so cruel." M. Sonic said to his younger self.

"Well kid, you know what to do." Miguel said to the young Ruby.

"I got this." Kid Ruby takes out the three Time Keys, causing them to glow and float into the air and unlock the Time Gate to the main time distortion of this era.

"So which pair of red-and-blue heroes gonna tackle this one?" Peter asked which Sonic and Spidey is gonna fight the boss.

"Let's play rock, paper, scissors to find out." Classic Sonic suggested.

" _Oooor_ the four of you could go in together, make our lives easier?" Kid Weiss suggested while glaring at the hedgehog.

"Nah. We like a challenge." C. Sonic joked, annoying the young heiress.

The Sonics and Spider-Men come together for a few rounds of rock, paper, scissors. After a few ties and some confusion, the victors ended up being Spider-Man Prime and Modern Sonic. "Ha ha! We win!" Peter fist-pumped.

"Unbelievable." Miguel shakes his head with his hands on his hips.

"Here we go!" Modern Sonic grins as the Amazing-Modern duo enters the Time Gate to their boss fight.

* * *

 **Eggmanland**

 **BGM-Sonic Generations OST-Vs. Egg Dragoon**

Sonic and Peter find themselves traveling in a long, circular tunnel underneath Eggmanland, Eggman's short-lived dream park that was destroyed at the end of the Dark Gaia incident. "Eggmanland again? Could that mean we're facing…" Modern Sonic starts wondering who he and Peter's gonna face this time.

" **OHOHOHOHO!"** A familiar daunting laugh is heard from behind the heroes as a fire beam almost hits Sonic. The heroes turn around to be surprised its Dr. Eggman piloting an upgraded Egg Dragoon to attack them.

"Eggman?!" Sonic remarked, shocked.

The Egg Dragoon flies past the heroes to meet up with a menacing red and dark purple Egg Emperor-looking robot with four octopus arms attached on the back. This robot happens to be a rebuilt ISO-Emperor, the ultimate battle bot created from the first collaboration between Dr. Eggman and Dr. Octopus, with the latter appearing to be piloting the robot himself, laughing at his spider nemesis.

"Doc Ock?! How are you two here?!" Peter asked as he remembered both Eggman and Ock were kidnapped by the Time Eater, though forgetting it was a female Ock that was kidnapped.

" **We don't know what you're talking about, Arachnid."** Ock grinned.

" **But this is a good opportunity for us to FINALLY get rid of you two!"** Eggman launches a drill arm at Sonic while Ock launches a tentacle at Spider-Man, both attacks missing their targets.

"I don't need the Werehog to beat you this time!" Sonic said to his egg rival.

" **Good! This machine was created to** _ **specifically**_ **counteract your abilities! You and your friend will be CRUSHED by our ultimate battle mechs! FREEZE!"** Eggman forms energy cannons on the Egg Dragoon's feet and flips in mid-air, releasing a waves of sub-zero ice that sweeps the ground. Sonic jumps over the ice waves until he jumps off a nearby ramp to some grind rails up top. **"You won't get away!"** Eggman launches another drill arm missile while Sonic grinds the rails. He misses after the hedgehog boosted away. At the end of the rail, Sonic jumps up and homing attacks the cockpit Eggman's currently sitting.

As he's about to fall on the ground, Spidey catches him and swings back up. "One more!" The webhead throws Sonic to deal extra damage on the Egg Dragoon, sending it back a few.

" **Not bad!"** Eggman remarked, slightly annoyed.

Spidey's Spider-Sense tingles him to web zip away from an energy beam from the ISO Emperor, then has to focus avoiding the mech's tentacles. **"Hahahaha! Without your** **'super form', you are POWERLESS against the might of the ISO Emperor!"** Ock proclaimed, grinning maniacally.

"Don't need one when I can see the big 'hit me' button!" Peter quipped, noticing the open core of the robot where Ock is currently piloting the mech. Peter uses his incredible agility and reflexes to hop off each striking tentacle and web strikes the core before Ock could put up his shield. He attaches himself to the mech and unleashes a flurry of punches on the core before enhancing his fist with his aura and leaves a crack on it.

" **You fool!"** Ock cursed.

Peter leaps off the chest of the mech into Sonic's hands. "Not yet!" Sonic spins around to form a red-and-blue tornado and then throws Spidey right back the ISO Emperor, kicking the core and damaging it even further.

" **Switch offensive maneuvers!"** Ock ordered, with the docs starting to get serious. The Egg Dragoon starts to fly at the left side of the heroes while the ISO Emperor's still on their front. Both mechs fire off their respective attacks: shooting ice and energy slashes in hopes to keep the heroes at bay and open to their assault.

"Cool attacks, Docs, but we have something better!" Sonic grabs ahold of Peter's hand as he swings over and aside the multiple sword slashes and ice blasts. The Spider then attaches a webline on Sonic so he could throw them at the doctors, bouncing off each mech's core like a super-speedy bounce ball.

"Spinning Web Ball!" Spidey grabs and wraps Sonic in a large web ball, spinning overhead circles several times before slamming the ball on the Egg Dragoon, causing it to slam into the ISO Emperor in the process.

" **GAAAH! Time for a change of pace!"** Eggman traps the heroes between two walls to slowly crush them whilst he shoots ice blasts and Ock launches more tentacle strikes.

"This is an awkward way to get a hug!" Peter joked. The two wall jump from the walls while avoiding the doctors' attacks. They rise up and strike the Egg Dragoon's head at the same time before striking the ISO Emperor next.

" **You are getting on our nerves!"** Ock growled, getting annoyed by the heroes' constant antics and interference.

" **Get ready for this! Parallel Attack!"** Eggman separates the Egg Dragoon into two, the main body and the tail, both attacking simultaneously. The body fires multiple circling fire beams while the tail portion launches periodical ice waves, making this combo very difficult for Sonic and Spidey to avoid.

"You're not making this easy for us!" Peter quipped, having a hard time avoiding the fire beams.

" **That's the point! Hahahaha!"** Eggman laughed.

Sonic goes for a homing attack to the belly to disrupt his separation attack, but Ock shows up and deflects him back to Spidey with a smack from his shield. **"Do you think it'll be that simple?"** Ock taunted. He whips the full force of his tentacles and unleashes a barrage of energy shots, some which got a hit off the heroes.

" **Freeze!"** Eggman fires another ice shot to freeze them and get skewed by his drill arm.

"Not today! I don't do well in sub-zero temperatures!" Peter joked, firing a repulsor webbing to destroy the ice block before it could reach them. He goes back web-swinging and throws Sonic so hard at the ISO Emperor he stuns it for a bit, allowing himself to deliver another relentless assault on the core while Sonic attacks the Egg Dragoon again.

"You're losing steam, docs!" Sonic taunted, grinning.

Suddenly, a portal open up along the tunnel, sending the heroes and their villains down falling into a long vertical tunnel. **"This tunnel will be your tomb!"** Eggman declared.

" **You will not escape us!"** Ock proclaimed.

The heroes start diving away from Eggman's many drill arms and Ock's tentacles. "Let's switch things up!" Spidey said as he turns to attack Eggman while Sonic deals with Ock. When Eggman fires another drill arm, Peter webs it up and throws it back to the lower cockpit, damaging the Egg Dragoon severely.

" **Noooo! The controls!"** Eggman cried.

Peter web zips to the upper cockpit where Eggman sits frightened. "Good night!" He said, punching the glass cockpit so hard it breaks, causing the Egg Dragoon to start blowing up.

Ock strikes all his tentacles at Sonic, but the hedgehog plays around with him by repeatedly grinding down each tentacle. **"Stay still, you ignorant animal!"** Ock menaced.

"You should know by now I don't stand still. I boost forward!" Sonic delivers an almighty boost homing attack to the core, destroying the ISO Emperor for good.

" **NOOOOOOO!"** Both doctors screamed as their respective destroyed mechs crash at the bottom of the vertical tunnel whilst Sonic and Spider-Man simply lands in front of them, unscathed and perfectly fine.

 **BGM End**

 **BGM-Sonic Generations OST-Cutscene 7**

The two defeated doctors crash their heads to the ground in front of the wreckage of their mechs. As Sonic and Spidey turn to check on them, they hear Classic Tails' voice calling to them, "Sonic! Spider-Man!"

Classic Tails flies down holding Classic Sonic, accompanied by Modern Tails holding Kid Ruby and Weiss and Spider-Man 2099 holding Kid Blake and Yang. They land next to the victorious heroes, hearing the doctors growl in anger at them.

"Ooooh…I can't believe this! We were supposed to beat you this time." Eggman growled.

"Aw, I'm sorry! We didn't get that memo. We beat you every time!" Modern Sonic mocked.

"He's no kidding. We beat these guys like _every_ time. It's like it's our job or something!" Peter joked, making Classic Sonic and the RWBY kids laugh as a result.

"What's Eggman and Ock even doing here? I thought you said they'd been kidnapped by that big weird thing that sent us all to this place!" Modern Tails asked Miguel.

"One of them was a 'female' Ock, but I don't know how Eggman's still here," Miguel replied before turning to the doctors, "You two better start giving us answers before we-." Before he could finish his threat, the Time Eater suddenly appears and captures the doctors for its own purposes, disappearing as fast as it showed up.

"It's that creature again!" Kid Blake exclaimed.

"So, they _were_ kidnapped?" Kid Ruby asked, very confused.

"It appears so. This is getting stranger all the time." C. Tails said, now with all of them pondering and questioning what is truly going on here.

 **BGM End**

* * *

 **White Space Manhattan**

As the Bar with No Name is restored, so is the final cyan blue Chaos Emerald. As the heroes walk out of the gate, the Emerald floats down into Modern Sonic's hands, "We got it! The final Emerald!"

"And it looks like Manhattan is fully restored," Peter noticed that the island of Manhattan has regained its color and people, "Yet, I still feel like we're missing something..."

"Our future selves!" Kid Ruby remarked.

"That's right! We haven't found Team RWBY yet!" Modern Tails said in sudden realization.

"Along with Lucina, Pit, Palutena, and Axl. They're still out there!" Peter said, noticing the rest of the D-Avengers are left to be rescued.

"Where could they be? We've checked out every nook and cranny of this city." C. Sonic asked.

"My best guess, they're probably stuck in that creature's home dimension." Miguel guessed that's where they might find the remaining D-Avengers.

"We have to rescue them!" Kid Ruby said.

"But how do we get there?" C. Tails asked Miguel how they'll enter the Time Eater's dimension.

"I said before if we cleared up enough time distortions, I can trace the energy that can leads us to it," Miguel replied and turns to his A.I., "Lyla, have you finished locating the portal that'll lead us to that alternate dimension?"

" _I have, and you might a little surprised where it is."_ Lyla replied.

* * *

 **White Space Manhattan, Alchemax**

"Alchemax?!" Miguel remarked in surprise. He and his allies find themselves at the edge of town, staring at the very tall Alchemax building of 2099 that showed up out of nowhere.

"This is the company that practically rules the future with an iron fist, right?" Peter asked Miguel.

"You're shockin' right, you are. This company's been giving me hell for as long as I could remember. Doesn't help that my father is the one running the company so lousy." Miguel replied, revealing the shocking news his father is the C.E.O. of Alchemax.

"Your FATHER owns Alchemax?!" Kid Weiss exclaimed in absolute shock, wasn't expecting Miguel to have great similarities to what she deals with in her world, being the daughter of an abusive and arrogant man like Jacques Schnee, who has run the Schnee Dust Company to the dirt.

"Yeah. Tyler Stone. My father is my worst arch-enemy. He doesn't know I'm his _son_." Miguel calmly replied.

"You have a brother, who in two timelines, is both the Scorpion and Venom, and your father is an evil C.E.O. that's been ruining your future and sending the police to kill you?" M. Sonic said, stunned.

"Yup."

"S-Sorry, Miguel. Had no idea." Peter apologized, feeling bad for Miguel's life as it's similar to Peter's tragic life.

"Me too." Kid Weiss also apologized, deeply sadden by this revelation.

"Eh, it's not a big deal. I don't mind ruining my father's fun. Just don't do what I do when you're older." Miguel requested from the young heiress.

Weiss smiles and nods, "Deal."

Miguel opens up the doors to the building and leads the heroes inside, "C'mon! The portal should be at an underground laboratory!" The heroes drop down a hidden elevator shaft into a very large, high-tech lab none of them have ever seen before.

"Whoa. Wasn't expecting this." Miguel said, shocked like the others. They have found themselves in a lab composed of countless gears and clockwork parts floating in midair, with black walls and floors enclosing the lab. There appears to be seven fractured golden gears, each with their own small platform to stand on. And in the back of the lab, in the center between the gears is a large portal, larger than any of the ones they've encountered up until now, closed.

"So many gears, but what are they for?" Kid Yang asked as they look around the lab.

"They must help power up this portal that'll lead us to the monster's home dimension." C. Tails answered while flying around and checking the special temporal gears.

Peter sticks onto one of the gears, noticing it's broken, as well as the other six gears, "They appear to be broken."

"Do we have time to fix them?!" Kid Blake asked, knowing time is running short for them.

"Even if we can fix them, we need an energy source that has enough power to supply all 'seven' temporal gears to open up the portal." Miguel explained.

"Seven, you say," Classic Sonic grins as he and Modern Sonic whips out all the seven Chaos Emeralds they've collected, "I think these should be enough."

"My thoughts exactly, little me." Modern Sonic grinned.

With no time to waste, the heroes begin inserting each Chaos Emerald into a gear. Modern Sonic attaches the green Emerald into one gear while Classic Sonic attaches the purple emerald into another gear. The Spiders insert their respective blue and yellow Chaos Emerald into two more gears. Classic Tails flies Kid Weiss to insert the red Chaos Emerald into the fifth gear. Kid Yang helps Blake up so she could insert the cyan Emerald into another gear. And lastly, Modern Tails helps Kid Ruby up to the last remaining gear above the portal, inserting the white Chaos Emerald into its own hole.

All the heroes drop down to see the Chaos Emeralds using their power to repair the gears. The portal to the Time Eater's dimension starts to rotate, causing its torches to be lit up one by one. And once all twelve flames are ignited, the big scary portal opens and the Chaos Emeralds return to the Sonics.

"This is it…" Peter said with a determined face, "No turning back. This is our _only_ chance to destroy that monster and restore our worlds."

"You kids ready to save all of time? Our past, present, and future?" Modern Sonic asked the RWBY kids, who are all looking insanely brave for three eight-year-olds and a six-year-old silver-eyed girl, who is destined to be their leader in the future.

"Yeah. We're ready. We're not afraid of anything. Not now. Not ever." Kid Ruby said with a determined face of her own.

"You kids grow up so fast." Modern Sonic said with a proud smile.

"Let's go! For our future!" Peter shouted.

"YEAH!" Everyone replies whole-heartedly, entering the portal for the final battle for history.

* * *

 **BGM-Sonic Mega Collection OST-Intro Theme**

 **Modern Sonic: I'm Sonic. Sonic the Hedgehog! There you are, you big whatever you are!**

 **Classic Sonic: It's time for you to give up and give us back our friends, and restore the world to the way it should be!**

 **Spider-Man Prime: What?! That's impossible! How can that be the case?!**

 **Spider-Man 2099: It doesn't matter who we're facing, Peter! We owe it to so many people to stop this madness!**

 **Spider-Man Prime: I know! We're gonna end this! Put the future back on the right track! This is it! Team SSSS! It's time we retake our future!**

 **Next time on D-Avengers: Generations-**

 _ **Unknown Battle! Re-Righting History**_

 **Kid Ruby: You can do it, Team SSSS! We're always by your side!**

* * *

 **KFX Here: Final battle is nigh, folks. Gonna try to write this as spectacularly as possible. It'll DEFINIETELY surpass the first final battle from "Fate of Two Worlds". Hope you enjoy it!**


	16. Finale: Re-Righting History

_Finale: Unknown Battle! Re-Righting History_

 **Center of Time**

 **BGM-Sonic Generations OST-Cutscene 8**

In a dimension filled with giant gears that manipulate the very fabric of time itself, the dreaded Time Eater floats in place, looking a lot more robotic than it did before, possessing four arms that are layered with golden gears and spinning disks, and three sets of wings on its back, each one also having golden gears.

The Sonics, the Spider-Men, the Tails, and the RWBY kids confront the Time Eater in its perfect form. They also notice a mysterious pink energy cage floating next to the Time Eater, which happens to trap the missing D-Avengers: the older versions of Team RWBY in the current timeline, Lucina, Pit, Palutena, and Axl.

"There they are!" Peter points to his trapped friends, getting their immediate attention.

"You guys found us! It's about time!" Pit replied, happy to see his friends again.

"Thank the gods you're all safe!" Lucina smiled.

"Sonic! Tails! Spider-Man!" Teenage Ruby smiles, who's also happy to see her friends again. She then gets a confused look when she spots Classic Sonic, Classic Tails and Spider-Man 2099. "Wait! Why are there two of you? And…" She and the other teenage RWBY turn their heads to the smaller, younger version of themselves, greatly surprising them to be meeting their past selves for the first time. "Are those…us?" Ruby asked, absolutely stunned to the face.

"Hello!" Kid Ruby innocently waves at her future self.

"Oh my god…" Teenage Yang remarked, stunned like her friends, "Those are us! When we were kids!"

"I sensed something was wrong with the space-time continuum," Palutena said, having a feeling that what's going on, "You guys been doing a little time traveling, haven't you?"

"You know it!" Kid Yang smiled.

"This has to be _really_ awkward for you guys." Axl said to the RWBY teenagers.

"Very awkward…" Teenage Blake replied.

"This is awkward for us too!" Kid Blake replied.

"Spider-Man! Have you and Sonic been babysitting our kid selves this entire time!?" Teenage Weiss asked, looking a little annoyed at the wall-crawler and blue runner.

"We expect our paycheck to come in the mail!" Peter joked.

"You're not getting paid." Kid Weiss retorted with a cold glare.

"Okay, whatever you are. If you want to avoid an embarrassing beat down, you better release our friends and give up now!" Modern Sonic cockily taunted the time monster.

Two of the spheres on the Time Eater opens up, surprising everyone, including those that have been trapped in the center of time since the beginning, that the true masterminds of this whole time traveling adventure are none other than Dr. Eggman and Dr. Octopus.

"You're not in the position to demand ANYTHING, you nasty little pincushion!" Dr. Eggman retorted.

"We will teach you to hold that tongue very soon!" Doc Ock threatened.

"That's impossible!" Palutena said, in shock to see Eggman and Ock have been behind this mess. Modern Sonic and Spidey Prime simply face palm and shake their heads, as they should've saw this coming a mile away.

"Eggman and Doc Ock! But, how? You were kidnapped!" Modern Tails asked.

It was that moment two more figures reveal themselves from the Time Eater, which happens to be a younger, Classic Eggman and Serena Patel, the Doc Ock of 2099 and the two villains that were 'kidnapped' by the Time Eater earlier. "They had a little help." The evil Classic-2099 duo answered.

"Huh?!" Classic Sonic said in shock to see 'his' nemesis is back.

"Patel?!" Miguel remarked in shocked.

"Dr. Robotnik!" Classic Tails pointed out.

"Nobody calls me that anymore." Classic Eggman replied.

"Hmhmhm. Surprised to see us?" Doc Ock 2099 slyly smirked.

"Can someone explain to us what is going on?!" Pit asked, greatly confused.

"Why are there two Ocks and Eggheads?!" Teenage Yang asked.

"If you and the supreme Doc Ock of New York would be so kind as to explain, gentleman genius Dr. Eggman From the Future." Classic Eggman turns to his future self for an explanation of their exploits.

"It would be our pleasure, most excellent and efficacious Dr. Eggman Of the Past, and to the lovely Doc Ock of Nueva York." Modern Eggman replied with a smile and begins to explain to the heroes what he and Ock Prime been doing since their last encounter with the heroes.

"After our most recent setback, we stumbled upon the primordial form of this 'Time Eater', a very unique creation." Modern Eggman started explaining.

"This creature, so happens to be composed of 'remnants' of Grima, back when he had control over the Genesis Stone, as well as another deceased 'entity' that had the ability to manipulate time to its will." Ock Prime explained next, claiming the Time Eater is the fusion/reincarnation of Xeno Grima and another creature that was a god of time (It's Solaris from _Sonic 06_ ).

"We discovered this creature had amazing abilities even _I_ have never been able to master," Modern Eggman continued, "It could erase time and space! We then had the brilliant idea to use our discovery to undo our previous defeats, dissembling the D-Avengers before they were even formed!"

"In order to perfect it, we needed the help of somebody as smart as us," Ock Prime continued, "We could've easily went to Doom for assistance, but who's a better partner…than us," He gestures to Classic Eggman and Doc Ock 2099.

"You are very welcome, my dear past counterpart! I was more than happy to use Alchemax's resources to accomplish our goals!" Patel smiled.

"We took New York and captured your friends, flinging them through time to bait our traps!" Modern Eggman continued speaking.

"Do you fools have any idea what's happening to the timestream?! It's on the brink of collapse!" Miguel argued.

"The more your monster tears through time, the more damage you do to the world!" Modern Tails added.

"The world," Modern Eggman and Ock Prime questioned, "We're going to OWN the world when we're finished with Sonic and Spider-Man!"

"HOO HOO HOO HOO HOO HOO HOO!" Modern Eggman laughed maniacally.

"HA HA HA HA HA HA HA HA HA!" Ock Prime laughed crazily.

Both Prime Doctors laugh too hard they cough and had to clear their throat before they laugh some more. Their counterparts share a look at each other before staring at them very strangely and a little concerned.

"Ooookay. Was not expecting that." Patel simply said, having no further comment on how insane her idol from the past is, which makes sense since he's always beaten by Spider-Man by every turn.

"Wow. Will I really get that crazy?" Classic Eggman wondered, having no idea his future battles with Sonic will eventually make him go mad.

Modern Eggman looks down on his sane counterpart, "Heheh. We'll see who's crazy after we destroy BOTH Sonics and Spider-Men… _forever_!"

"Are you talking about the _two_ of you or all of us?" Ock 2099 asked, referring to both M. Eggman and Ock Prime.

"Less arguing. More destroying." Ock Prime evilly grinned.

"Destroy US? You and what tentacle and MUSTACHE?" Modern Sonic cockily joked.

"We beat you guys all the time by ourselves, and now there's two of us!" Peter points his thumbs to Miguel, who cracking his fists, and Classic Sonic, who does a backflip.

"Then we'll have twice as much fun defeating you!" Modern Eggman rubs his hands, eager to finish off his two most hated enemies with Doc Ock.

The villains close their spheres and gets the Time Eater ready to attack, charging up a purple energy sphere. Both Sonics and Spideys dash off to face their enemy together, but when the time creature attacks them with a volley of dark spheres they are forced to separate. "Keep moving!" Modern Sonic ordered the team while running away from the energy spheres.

"Okay!" Classic Sonic replied, doing the same.

"Future me! The cage!" Peter directs Miguel to free the captured D-Avengers while he distracts the Time Eater.

"Got it!" Miguel zips over to the top of the cage, "Don't worry! I'll get you out of here!"

"Hurry!" Teenage Weiss replied.

"It doesn't matter what you do! We're still going to stomp you all into a webbed blue jelly." M. Eggman presses a button, causing one of the Time Eater's arms to disappear into a wormhole.

Spidey Prime swings around and shoots a barrage of web bullets at the Time Eater's face that did absolutely nothing to the colossal beast. Ock Prime grins and presses a button to shoot down the Spider's web, causing him to fall and immediately grabbed by an arm with no way to break free, "The Time Eater obliterates time and space! Did you _really_ think you could defeat it by just shooting your web?"

"It _was_ coming to mind." Peter quipped while struggling to break free. Ock made it harder for him to do that, as he starts to crush the life out of Peter, breaking his bones as he lets out a painful scream of agony, "AAAAAAAAAAAGAAAAH!"

"Spidey!" Miguel turns around from the cage, not seeing the giant hand grabbing him and breaking his bones too.

"They're killing them!" Teenage Blake commented, horrified to see the Spiders in such pain.

Both Sonics assault the Time Eater with a spin attack but were easily knocked away. The monster throws the bone-crushed Spiders like ragdolls to where the Sonics lands. Before they could all recover, Ock and Eggman grin as the arm that disappeared earlier reappears, leaving the Team SSSS wide-eyed in shock before they were smashed to the ground, near-death, unconscious and unable to move a muscle that hasn't been crushed. Everyone is stunned to see their friends almost killed.

"Oh gods…" Lucina gasped in horror, never witnessing someone getting mercilessly beaten up like that.

"They can't take another hit like that." Palutena said, fearing the next attack will definitely kill them.

"NOOOO!" Teenage Ruby shakes the bars of her prison, doing everything in her power to break free and help, and fails.

"SPIDER-MAN! SONIC!" Kid Ruby tries to go help her friends but M. Tails stops her in place.

"No, Ruby! It's too dangerous!" He told her.

"That was just to soften you up. NOW it's time to meet your doom." M. Eggman grins maliciously.

"This is the end. Your time has run out." Ock Prime said with a menacing tone.

Just when all hope seems lost, small sparks of miracles start to rise up from the sidelines, "You can do it guys!"

"You're not alone! Don't give up!"

"Huh?" Teenage Ruby and the other heroes look up to a floating platform to see the voices belonged to none other than Amy Rose and Mary Jane respectively, standing next to Knuckles, Harry Osborn, and Aunt May.

"Come on, Sonic, Spider-Man! Smack them!" Knuckles pounded his fists together.

"Go for it, guys!" Harry shouted.

"You're much stronger than this!" Aunt May encouraged.

"Everyone…" Teenage Ruby and the others are shocked to see some of their friends here.

"Ugh, not you!" M. Eggman said angrily.

"How did you all get here?!" Ock Prime asked annoyed.

More friends show up in the form of Shadow the Hedgehog, Rouge the Bat, Cinder Fall, Scarlet Spider, and Black Cat.

"Show us what your real power!" Shadow said.

"You can win, guys!" Rouge said next.

"Hurry up and settle this already!" Cinder crossed her arms.

"Don't show any mercy!" Kaine encouraged.

"Make them pay for this!" Felicia said.

"Who are they?" C. Eggman asked.

"They are insignificant!" M. Eggman retorted.

"Really?" Ock 2099 asked.

"Yes, they are!" Ock Prime angrily retorted.

Team Chaotix and the three members of the Fantastic Four, and two X-Men show up next.

"You got the power, guys!" Vector said.

"Clobber them into next week!" The Thing pounded his own fists.

"Focus your spirit!" Espio said.

"Do whatever you can to win!" The Invisible Woman said.

"We're with you guys!" Charmy said.

"Burn them up!" The Human Torch said, all fired up.

"And chill them down!" Iceman said.

"Rip them apart!" Shadowcat said.

Cream the Rabbit and her chao Cheese, Blaze, Silver, Lissa, Team JNPR, and Saphron with her baby Adrian all show up as well.

"I believe in you, Sonic, Spider-Man!" Cream said.

"We're all here rooting for you!" Saphron said, with Adrian making baby noises to cheer on the heroes.

"You can do this, guys!" Jaune said.

"We got your back! Always!" Lissa said.

"Don't give in, guys!" Blaze said.

"You can beat them! We know you can!" Pyrrha said.

"Go! Keep fighting!" Ren said.

"Smash them into pieces!" Nora said, holding her hammer with extreme glee.

"I know you can do this, guys!" Silver said.

"Stand up and keep going!" Kid Yang said next.

"Just a little more!" Kid Blake continued.

"Show them you mean business!" Kid Weiss said.

"You can win, guys!" Classic Tails said.

"You always do!" Modern Tails smiled.

"We're all with you!" Kid Ruby said with a smile as well.

 **BGM End**

A mysterious light flashes from Team SSSS after receiving encouragement from their friends across time and space. The doctors instantly recognize that light and are horrified to know what that means.

"Hm? That light?!" The Ocks said, worried.

"Th-The Chaos Emeralds?!" The Eggmen said, frightened.

The seven Chaos Emeralds appear, swirling around the unconscious Team SSSS and lift them into the air. The power of the Emeralds also breaks the cage that prisoned the captive D-Avengers. Both Rubys stand together and they all look at the heroes floating above them.

"The fight has just begun, guys! Show them our power!" Teenage Ruby grinned.

After hearing Ruby's words of encouragement, Modern Sonic and Peter's hands start to twitch for a bit before clenching a fist, with the two of them, and their counterparts, fully awake as the Emeralds energize them.

 **BGM-Sonic Generations OST-Cutscene 9**

"Time to scramble some Eggmen…" M. Sonic started talking.

"And fry some Octopus…" Spider-Man Prime continued.

"SUPER SONIC-SPIDER STYLE!" The Amazing-Modern Duo united their voices as they use the Emeralds to power themselves up to their Super State.

As usual when entering a Super State, the four of them gain a golden color on their bodies, surrounded by a fiery golden aura. Both Super Sonics look nearly identical in appears, though Classic Sonic still retains his black eyes instead of having red eyes. Peter's super costume is the usual bright gold and white color scheme replacing the red and blue portions of his current Advanced Tech Suit, still retaining the normal black spider symbol color on the chest while the back spider symbol is colored gold, and has thin silver webbing on the costume instead of the usual black. Miguel's super state costume changes him up a bit as well, replacing the blue with a golden lemon-cream color and the red highlights like his spider emblem now colored black, as well as having a new silky white web-cape.

 **BGM End**

 **BGM-Dragon Ball Xenoverse 2 OST-Hit Trailer Music**

The mad doctors are furious to see the heroes upgraded to their Super Forms, intending to stop their plans once again. "Spider-Man…Sonic…You two DARE to interfere once again?!" Ock Prime growled angrily.

"You fools continue to always, always, always stand in our way!" M. Eggman continued with the rant, pounding his fist on his Egg Mobile. "You keep wrecking our aspirations for conquering the world at every turn! And now you turn to destroy our Time Eater, our final hope?! You two will PAY for this with your lives! In that case, we'll show you the FULL power of our creation!"

The Time Eater opens up a wormhole to another dimension in the Center of Time, flying into it and leaving behind the daunting face of the Time Eater in the portal. "ONCE WE ERASE YOU FOUR FROM TIME, THERE WILL BE NO ONE ELSE TO STOP US!" The Doctors stated.

"This time we'll make you realize…" Modern Super Sonic started talking back, leaving Super Spidey Prime to finish his words.

"That no matter how many times you two try, you will ALWAYS fail!" Peter stated.

"LET'S DO THIS!" The super-powered Team SSSS said together and flies into the portal for their final battle before it closes. Kid Ruby watches them leave and worries for their safety, but her older self walks up and touches her shoulder with a smile on her face, silently telling her it'll be alright, cheering her up.

* * *

 **Center of Time, Time Tunnel**

 **BGM-Sonic Generations OST-Time Eater (Phase 1)**

Team Super SSSS fly inside a time wormhole in another dimension of time. They confront the dreaded Time Eater, who lets out a menacing roar that doesn't scare them. Instead, encourages them to start the fight for history.

' _Sonic, Spider-Man, can you hear me?'_ Modern Tails's voice suddenly enters the super heroes' ear communicators.

"Loud and clear. How do you still have a signal?" Modern Super Sonic asked.

Then, Classic Tails enters the call, _'I worked with me to modify these transceivers.'_

Modern Tails continues, _'Even though we're in different dimensions…'_

' _You should still be able to hear us!'_ Both Tails finished.

' _We're gonna help too!'_ Teenage Ruby's voice enters the call.

' _We'll do whatever we can to help!'_ MJ said.

' _The doctors must be stopped! Restore the world and retake our futures!'_ Lucina said.

"Awesome, guys!" Super Spidey Prime smiled.

"Hey docs! Let's make this the most awesome final battle, huh?" Modern Super Sonic grinned.

Team SSSS chases the Time Eater through the time wormhole, cluttered with objects and building from both Sonic and Peter's history. It's using the debris to its advantage, keeping its distance away from the heroes. "Yo, Super Spidey 2099! Don't be afraid to be a little reckless! You're pretty much invulnerable now! That said, mind clearing the way! This debris is cramping my style!" Modern Classic Sonic said, having a hard time catching up with all the floating debris.

"Sure thing, Super Kid Sonic! Watch out!" Super Spidey 2099 launches enormous claw waves of energy from his enhanced talons that demolishes most of the debris.

" **Our fights have gone on long enough, and we're tired of it!"** Ock Prime coldly said.

" **Have a little taste of our power!"** Ock 2099 presses a button that fires yellow homing shots at their enemies.

' _Be careful!'_ Silver said.

' _Homing shots! Inbound!'_ Axl informed.

"We can see that!" Spidey Prime replied. With Miguel's Super Form granting him a Spider-Sense and enhanced Accelerated Vision, both Spiders flawlessly dodges all of the homing attacks.

"Didn't think having a Spider-Sense would make this so easy!" Miguel said, liking his new power. Both Spiders uses their webbing as energy bullets to attack the Time Eater, giving the Sonics a chance to deal some real damage.

' _Now! Attack its core! It should be its weakspot!'_ Palutena advised.

' _Show them what you can do!'_ Vector encouraged.

"Here we go, little me!" M. Super Sonic smiled, turning to his younger self.

"Okay!" C. Super Sonic draws up to his older self and starts spinning next to him, gathering chaos energy in a form similar to an atomic structure. Once charged, the young hog shoots himself forward like a powerful projectile and rams into nearby debris and the core of the Time Eater, damaging it.

' _You're good!'_ Rouge complimented.

' _Watch out! They're still comin'!'_ Lissa said as the Time Eater exits the time tunnel to launch its next attacks.

" **It'll take more than that…"** M. Eggman speaks.

" **To defeat us!"** C. Eggman finished.

The time-eating beast utilizes two time holes to slip in two hands and out the other without obeying the laws of time, allowing it to attack Super Spidey Prime and Classic Super Sonic from afar.

' _What's it doing?!'_ Aunt May asked.

' _It's a warping arm attack!'_ Pyrrha answered.

"YIKES!" Peter dodges his arm just in time while C. Sonic does the same. "Handy trick, fellas." Peter punned, webbing up the arm and throws it through the portal it came from, hitting the face of the Time Eater.

' _Nice one!'_ Pit complimented.

" **AAAARGH! You'll pay for that!"** M. Eggman growled as the Time Eater re-enters the time tunnel.

"With what? I don't have anything on me!" Peter quipped, with him and Miguel web throwing large time-displaced buildings at the Time Eater, giving the Sonics another chance to attack its core.

"Your turn now!" C. Sonic told his counterpart.

"All right!" M. Sonic backflips in the air. He pulls back behind his younger self to charge up his energy in the form of a golden aura surrounding him. Once fully charged, C. Sonic shoots M. Sonic forward as a powerful missile while the latter uses a bolstered boost. He blows through the debris and smacks himself to the Time Eater's core, damaging it once more.

' _Yes!'_ Saphron is heard fist-pumping and Adrian heard cheering with noise.

' _Don't get ahead of yourself! It's not over!'_ Kaine told her.

" **Ahahaha! Here's a little trick I've been saving for you!"** Ock Prime presses a button, opening multiple time holes that summons hundreds of false, time clones of ALL of Spider-Man Prime's Rouges Gallery from Hammerhead to Green Goblin, both classic and mutated forms, minus Doc Ock of course.

' _What did he do?!'_ Teenage Weiss asked.

' _Time clones!'_ Shadow answered.

' _You certainly have A LOT of people who hate you, Spidey.'_ Iceman quipped.

"And I love them too much not to care!" Peter quips.

" **This shall be your end!"** The Ocks said, commanding the time clones to fill the tunnel with a nightmarish display of their respective weapons, super powers, and abilities. The heroes do their best avoiding and destroying as many time clones as possible, not worried about getting hit because of their invulnerability, but they still don't like the feeling of getting attacked.

"There's too many of them! We need to destroy them all at once!" Miguel suggested.

"Got it cover! Older Sonic, with me!" Peter flies back and floats behind M. Sonic. He whips out four energy spider arms sprouting from his back and surrounds Sonic with all four, charging him up with tons of energy as the hedgehog rolls into a ball.

"Let's show them what the ultimate tag team can do!" M. Sonic said, determined.

"Let's do this, Sonic!" Peter said as he finishes charging up his energy.

"VANISHING NOVA BOMB!" The Amazing-Modern Duo shouted as Peter launches Sonic like a nuclear missile, surrounded by slimming aura that resembles that of a man-spider, unleashes a terrifying roar that scares even the villains, _**"RRRAAAAAAGH!"**_ The Vanishing Nova Bomb reached the vicinity of the Time Clones, and in a single, almighty explosion of energy, absolutely obliterates the clones into sheer nothingness.

' _You did it!'_ Amy cheered.

' _The clones are destroyed!'_ Kid Blake noticed.

' _That'll make things easier!'_ Teenage Blake said.

" **Why you little…"** Ock Prime growls, angry to see his time clones destroyed so easily.

" **Leave this one to me!"** C. Eggman grins and presses a button that builds up time energy and slows down time around the heroes.

"What the?!" C. Sonic remarked, barely able to speed up.

' _They've slowed down the flow of time!'_ Cinder told them.

' _They can do that?!'_ Kid Weiss remarked.

" **Haha! How was that?!"** The Ocks laughed.

The Time Eater wraps two arms and prepares to crush the heroes while they're slowed down and the Eggman taunting them saying, **"How about you have some of this?!"**

Before they could crush them, the flow of time returned to normal, allowing the heroes to narrowly fly away from being crushed into oblivion. _'The flow of time has been restored!'_ Invisible Woman noticed.

"Whew! That was a close one!" M. Sonic swipes the sweat from his forehead.

' _No kidding!'_ Nora remarked.

" **You got lucky that time!"** Ock 2099 snarled.

"Let's hope you can say the same thing!" Miguel uses his enhanced Accelerated Decoys to create multiple Decoys and mentally throws them at the Time Eater to blow up and stagger it for someone to attack the core. "Spidey! This is yours!" He gives Peter the opportunity to attack it.

"Woohoo! C'mon! Let's dance! My fists to your heart!" Peter web strikes himself to attach himself to the core.

' _Give it a good beating, Spidey!'_ Teenage Yang encouraged.

' _It's Clobbering Time!'_ The Thing said.

Peter attacks the core with the classic Super Crawler Assault, getting faster and faster with each relentless, heavy strikes. Peter senses he's about to be crushed by the its hands so he jumps out of the way and web strikes back forward, unleashing his spider arms for a powerful spider strike, sending the Time Eater packing across the tunnel, even destroying its lower body limbs that's quickly replaced with black smoke.

' _Booyah!'_ Kid Yang exclaimed.

' _All right! You got them! But it's not over?'_ Charmy said, surprised to see the monster still alive.

' _Keep trying, guys!'_ Human Torch said.

" **You are getting on our nerves, you little vermin!"** The Eggmen said, getting really annoyed by the heroes' constant persistence.

"We love spoiling you guys' fun!" M. Sonic quipped, with both super hedgehogs hitting the face of the Time Eater with powerful spin attacks.

" **AHH! SHOOT SOMETHING AT THEM, FOOL!"** Ock Prime shouted at his Egg partner, who blasts both Sonics with a powerful laser.

' _Are you guys okay?!'_ Jaune asked.

' _You need to be more careful!'_ Shadowcat said.

"Hang on! We'll help out!" Miguel flies up to his friends.

"No! We're keeping them distracted!" C. Sonic denied, assaulting the Time Eater while M. Sonic avoids the green lasers aimed at him.

"But they just shot you point-blank with-!"

"Practically invulnerable, remember? You and the other Spidey go up above!" C. Sonic advised.

"Let's unleash the carnage on these bozos and fix our timelines!" Peter said to Miguel as they fly above the Time Eater.

"We're thinking alike!" Miguel replied.

"It's about time!" Peter quipped.

Both Spiders charge up large blue energy spheres in their hands and fires an awe-strucking barrage of thousands of energy bullets, looking like lethal raining stardust with the forces of meteorites that covers the Time Eater whole. The two Super Spideys finishes their assault by raising one hand to the sky to create one giant web bomb of energy and throws it down on the Time Eater, severely weakening it.

" **AHH! I HATE THOSE SPIDERS!"** M. Eggman yelled.

The Super Sonics continue constantly attacking the Time Eater, weakening the monster with every quick strike. _'Yeah! You're doing it!'_ Knuckles commented.

' _Keep this up and you can win!'_ Ren said.

Otto starts getting worried as their Time Eater is slowing being teared apart and starts blaming M. Eggman for this mess, **"System overload! Do something about those hedgehogs, you lazy-!"**

" _ **Your**_ **nemesis and his future counterpart rained meteors on us! YOU do something about HIM for once in your life, you-!"**

" **Would you two stop arguing?! We're about to be attacked!"** Patel shouted as Miguel teleports in front of the Time Eater's core.

" **OH NO! LOOK OUT!"** C. Eggman remarked loudly.

"Your twisted time-crusade ends here, doctors!" The Spider-Man of Tomorrow gives his own version of Super Crawler Assault, simply replacing the brutal punches with swift and sharp claw swipes. The Time Eater tries to squash this Spider but Miguel saw it coming a mile away and avoided it, web striking back forward and ending his combo by firing more Decoys that critically damage the core and the Time Eater as a result.

' _You're almost there!'_ Cream commented.

' _One more should end this!'_ Harry said.

' _Hang in there, guys!'_ Black Cat said.

 **BGM End**

" **No! NOOO! We can't be losing! Not like this!"** Ock Prime remarked on their losing battle.

M. Eggman growls, **"We won't lose! WE WILL NEVER LOSE AGAIN!"**

" **We'll end it! BURN! BURN TO ASHES!"** The mad doctors of time shouted simultaneously. With the last of their strength, they summon the giant sun-like sphere that has been resolving around the tunnel in front of it and directs it at their opponents. **"THIS IS THE END! SAY GOODBYE!"** They throw the Sun Burst sphere at Team SSSS, which packs enough power to wipe them out and their history at the same time.

' _Sonic! Spider-Man! Combine your powers!'_ Blaze instructed.

' _Do it guys!'_ Kid Ruby cheered for her heroes.

The members of Team SSSS look at each other for a moment, knowing what they have to do. The super-powered heroes glares at the Sun Burst and charges up their energy to the max in the form of sparkling blue spheres surrounding their bodies.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Attain the Future**

"Here we go, gang!" Classic Super Sonic starts charging up a Spin Attack.

Super Spider-Man Prime charges up his right fist, brimming with intense chaos energy, "I'm putting everything I got into this punch!"

Super Spider-Man 2099 does the same trick to his left fist, "Alright, you raving megalomaniacs! Here we come! We're taking you down!"

"With the four of us working together, there's nothing we can't do! The future is ours to decide, not yours!" Modern Super Sonic said with a determined face and charges up his Spin Attack.

When everyone finishes charging their attacks they have one last thing left to say, "GOOOOOO!" Team SSSS charges straight at the sun with everything they've got. The Sonics circle around the Spiders like energy missiles, while they thrust their full-powered punches forward. Their united attack clashes with the sun, dispersing massive invisible shockwaves that shakes the whole dimension. Even their friends watching the battle felt the intense winds from their clash.

" **AAAAAAAAAARGH!"** The Doctors screamed with all their might.

"YAAAAAAAAAAGH!" Team SSSS yelled their lungs off.

Slowly, it would seem the heroes' power isn't enough and the villains start to overwhelm them. **"HAH! Checkmate!"** Ock Prime shouted.

" **There's nothing you can do! WE WIN!"** Modern Eggman declared.

 **BGM End**

Peter grits his teeth as this battle isn't over, "We will never, EVER, lose to you!" In that quick moment, he activates his "Web of Bonds" Semblance, showcasing the invisible Web of Life and Destiny behind him. He starts mentally collecting the power from the bonds he forged with all the friends he's made over the years, from across time and space, and shares that energy with the rest of Team SSSS, making it feel like every one of their friends is helping them.

 **BGM-Sonic Generations OST-Super Sonic Theme**

"ON THREE! ONE…!" Modern Sonic starts the countdown to the finishing blow.

"TWO…!" Spider-Man 2099 continues.

"THREE!" Classic Sonic finished.

"NOW! GO FOR IT!" Their friends yelled at them to finish this.

With the power of their friends backing them up, Team SSSS bursting through and striking the Time Eater's core, completely shattering it into pieces. The Time Eater's body explodes into a spectacular explosion blinded by light until there was nothing left of it or the evil doctors that wanted to rewrite history, seemingly killed in the explosion.

 **BGM End**

"Ha…Haha! We…We did it!" Peter noticed that threat of the Time Eater has finally ended.

"Booyah! We won!" Modern Sonic smiled.

Everyone starts cheering and congratulating each other for their victory over the Time Eater. The Sonics share a fist bump and the Spiders give each other a victorious handshake. The friends watching all hug each other and thank the heroes for restoring their history back to normal. But it looks like the celebration has to be cut short. That final attack against the Time Eater was so strong, it cracks the gears in the Center of Time to the point of breaking, causing the whole dimension to start collapsing.

"Uh oh! Move! MOVE!" Miguel shouts as Team SSSS dodges the falling gears.

The heroes' friends are also feeling the tremendous quake breaking the Center of Time, causing the floors below them to start cracking and revealing a daunting white light. "What's happening?!" Teenage Ruby asked while trying to keep her balance.

"This dimension is falling apart! We need to get out of here!" Modern Tails answered while keeping Kid Ruby still.

Team Super SSSS teleport themselves back to their friends to aid their escape. "Sonic! Spider-Man!" Kid Ruby noticed them.

"It's crumbling! Let's go!" Peter hurried. The four heroes use the power of the Chaos Emeralds and activates Chaos Control to teleport everyone including themselves out of the collapsing dimension, before everything gets engulfed in a bright white light.

* * *

 **Manhattan, Central Park**

A familiar birthday chili dog and a picture frame of Peter and Team RWBY drops from the blue sky and into their respective birthday boy's hands in a restored Central Park as well as Manhattan, with the whole city and the world returned to its rightful place in time.

A depowered Sonic takes a bite of his chili dog, "Still warm. Haha. Time travel!"

"Yeah, I still hate it." Peter quipped.

 **BGM-Sonic Generations OST-Cutscene 10**

The Dimensional Duo spots their respective counterparts walking up to them at the birthday party. Team SSSS turn around to see all of the party guests, including the RWBY kids, Shadow, Silver, Black Cat, Kaine, and Cinder being teleported back to the party safe and sound. Everyone cheers in relief at their victory and that the world's been saved thanks to Sonic and Spider-Man.

"You guys were incredible!" Mary Jane complimented Team SSSS on the spectacular display they put in that last fight.

"I'll admit, you guys weren't half bad, even you Sonic." Knuckles said.

" _Half bad_? Are you kidding," Amy smacks Knuckles back to a tree, "He was ALL great!"

Team SSSS stand there shocked from Amy's abnormal strength to knock Knuckles back so easily, with the Spiders and Classic Sonic giving an embarrassed Modern Sonic a weird look. They then turn around to see the Tails walking up to the party while talking to each other.

"…He collects how many?" Classic Tails asked his future self. "Wow, where does somebody put all those gold rings?"

"You know what? I don't know. I keep forgetting to ask." Modern Tails replied.

* * *

 **Minutes later…**

The united party guests continue having fun at the party, either drinking from the punch bowl or simply enjoying a conversation with one another, which is what Spider-Man, Sonic, and Team RWBY are doing with their own counterparts.

"It's still _really_ weird talking to myself that doesn't involve staring in the mirror. Wow. Never thought something like _this_ would happen, but why am I surprised? I work together with two, _crazy_ superheroes that does this stuff every day, with one of them having _abysmal_ bad luck." Teenage Ruby joked about Sonic and Peter while talking to Kid Ruby.

"Ruby…What did I say about making fun of me when I'm around?" Peter joked, getting a laugh from both Rubys.

Teenage Weiss rubs her aching head, "I still can't believe this. Younger versions, of US," She turns and points at Peter and Sonic, "And they've been hanging out with you two! I am SURPRISED they're not dead and we didn't get wiped from existence! God forbid they've been infected with your infectious personalities!"

"You've got to give us a _little_ credit. We gave you guys the best field trip you'll ever have!" Modern Sonic replied.

"We almost died!" Kid Weiss retorted.

"Every field trip has their bumps." Sonic joked, causing both Weiss' to sigh in tiredness.

"So what happens now?" Teenage Blake asked Miguel. "The timeline snapped back to normal, yet somehow I remember everything my kid self did throughout this adventure."

"Oh yeah. Me too." Teenage Ruby remarked, with her and the other members of Team RWBY somehow remembering time traveling with Sonic and Spidey as kids despite being caged up this whole adventure.

"Wait, really?! Miguel, how's that possible?" Peter asked his future counterpart.

"Do you want to spend five hours getting a lecture on temporal paradoxes?" Miguel asked them.

"Sure. We have all the _time_ in the world, don't we?" Kid Yang punned, causing everyone except for her older self, obviously, groaning from the terrible joke.

"Ahahahaha! I forgot how funny I was when I was younger." Teenage Yang wipes a tear from her eye.

"Are "we" gonna remember any of this?" Classic Sonic asked Miguel, referring to himself and the RWBY kids if their memories of this event will remain with them or expire.

"It's _possible_ with all the attempted changes in the past you'll be living in an alternate world separate from this timeline. So congratulations. The future is still unknown to you." Miguel answered, saying it's a possibility their timelines will now be separate from the main timeline, but that has to be seen until the future.

"Eh. I don't mind that." C. Sonic grinned.

"Me neither." Kid Ruby smiled and shares a fist-bump with the young hedgehog.

Peter walks up and shares a firm handshake with Miguel, "Thanks for all your help, Miguel. You're a _worthy_ successor to the name Spider-Man. This adventure has reminded me how much I've grown over the years, how much my actions impacted the world's future. The world of 2099 is safe in your hands."

"Thanks…That means a lot coming from you." Miguel sincerely replied, smiling behind his mask.

Modern Sonic walks up to his younger self, "It was great teaming up with you. Hope you learned a few tricks that'll help you out in the future. I mean the past. You know what I mean!" He said, confusing himself with his words.

Classic Sonic nods in understanding. "I know. Hey. Check me out!" He points to himself. The young hedgehog run off and jumps into the air trying to do an Air Boost, just like his future self did earlier. It worked, for a split second, standing in midair and then falls down, landing on his head that the other flinch from seeing, but that doesn't stop them for giving him an applause for trying.

"Dude, sweet! And you're only going to get better." Modern Sonic complimented his attempt.

"Hehe." Classic Sonic chuckled and runs up to the others.

The Tails walk up to their friends when they spotted something. "There's our rides!" Classic Tails points to each time-displaced heroes' own portal back to their time and dimension.

"Hey, look! I see Uncle Qrow!" Kid Yang spots "her" Uncle Qrow from the other side of the portal, presumably trying to find her nieces.

"I wish we had more time to hang out." Kid Ruby said, sad that she's about to leave her new friends.

"Ahhh, it's okay…" Teenage Ruby kneels down and comforts her younger self, "I'm sure we'll meet again. In the meantime, work your way to the top and be the best Huntress out there and be better than both Spider-Man and Sonic. Got it?" She asked with a smile.

Kid Ruby wipes the tears in her eyes and replaces her frown with a happy smile, "Yeah! I'm gonna be better than you, Sonic, and Spider-Man combined!"

"Atta, girl!" Teenage Ruby smiled, hugging her past self.

"Stay outta trouble, alright?" Teenage Weiss advised her younger self.

"Might be a little hard knowing _these_ three misfits are my friends." Kid Weiss joked, pointing to the other RWBY kids.

"Oh yeah. That will be hard." Teenage Weiss smiled, cracking a giggle with her younger self.

Teenage Blake kneels down to her younger self's height to talk to her. "Take care, Blake. Try to make sure the White Fang of your time walk in a better path. And stay away from guys named Adam…and Kaine." She joked about the Kaine part, cracking a smirk when she can hear Kaine's menacing growl.

Kid Blake chuckles, "I'll try my best."

The Yangs also share their own tinder moment. "So, how strong do I become in the future?" Kid Yang asked Teenage Yang.

"The strongest one there is. No one is stronger than us." She arrogantly replied.

"Except the Hulk, Thing, me…" Peter joked, receiving an annoyed elbow to the chest by his girlfriend.

"Will I find my mother in the future?" Kid Yang asked herself.

Teenage Yang lets out a smile, "Just follow your heart and you'll find her. And perhaps catch a train."

"Why do people keep saying that?" Kid Yang wondered.

After the Sonics, Tails', and Spider-Men give their own counterpart a high-five, the time-displaced heroes from either the past or future run up to their own dimension with all their new friends from across dimensions waving goodbye, except for Shadow, Kaine, and Cinder. Typical of those three.

"Hey Sonic! Enjoy your future. It's going to be great!" Modern Sonic said to his young self, who replies with a thumbs up.

"Same to you, Ruby! You have many friends just WAITING to meet you!" Teenage Ruby said to her kid self, who replies with a happy wave.

"Continue protecting the future, Spider-Man! Always remember to believe in yourself!" Peter shouted to Miguel, who replies with an understanding nod.

The time-displaced heroes jump into their own portal before it closes them into a new future. Everyone but Sonic, Ruby, and Peter are still waving goodbye, with the three best heroes of their worlds just looking on to see what the future has in store for them.

 **BGM End**

* * *

 **KFX Here: A short epilogue is coming up. You can probably guess what it is. And no, the Eggmen and Doc Ocks aren't dead. You'll see.**


	17. Epilogue: What's Next on the Agenda

_Epilogue: What's Next on the Agenda_

The timeline has been saved. Thanks to Team SSSS and their friends, the people of their worlds can continue to look forward to a joyful future. There is the possibility that the Time Eater's actions and the aftermath of the final battle in the Center of Time may have slightly altered some people's memories. Nothing too tragic. Just some minor changes that don't really amount to anything, as evident by a few specific characters.

* * *

 **Latveria, Doom's Castle**

"Hey, mother. What seems to be the problem?" Grimadoom the Hedgehog walks up to the dark mistress of Remnant, Salem in a windowed room, observing the construction of the Exo Stone Harnessing Machine.

Salem rubs her throbbing head while putting her hand on the window, "It's nothing. Just a headache."

"You can get those? You were probably thinking about your past again and ranting on and on how much 'the Gods must suffer' and 'Ozpin must die by my hand'." Grimadoom jokes.

"No. It's…something else. A faded memory," Salem seems to be gaining vague memories of the altered timeline when her past, uncorrupted self briefly teamed up with the Spider-Men, the Sonics, the Tails', and the RWBY kids to help them to defend history. Their time together was short, but she has the distinct feeling she enjoyed their adventure, traveling through Seaside Hill, some joyful talks with the gang, playing on the bobsled, the time she hugged Peter and Sonic.

Salem starts to walk out of the room, "I'm going to get some air. Continue watching the construction of the machine. Call me if Doom asks for me."

"Hmm?" Grimadoom crosses his arms, wondering what's up with Salem. Still, it doesn't seem like he cares and does what he's told, looking back at the machine that upon completion, the power to control all eight Exo Stones will be theirs.

* * *

 **Remnant, City of Mistral**

"Well, I'm shocked. We're not DEAD! I believe those kids actually did it. Guess they didn't need my help after all." An older, shorter yet still energetic Maria Calavera, formally known as the Legendary Grimm Reaper, walks through the streets of Mistral, looking around her surroundings with her goggle-like prosthetic eyes since the loss of her silver eyes. She seems to possess clear-cut memories of her brief adventure with Team SSSS when she was younger and is grateful for them for saving all of history.

"Saving all of time isn't a small feat, but I had faith they would succeed. Ha ha! Those kids are incredible, even better than me when I was still a Grimm-slaying warrior." Maria smiled. "Maybe I can learn a thing or two from them, to keep on fighting," She stares at the blue sky for a moment, then looks back down, "…Eh, maybe later," She said casually, "Better start heading out. Gotta train to catch. Let's hope time haven't slowed down these legs." She said as she makes way for the Mistral train station.

* * *

 **Earth-616 universe, in a distant galaxy**

Inside a massive battleship, an alien that goes by the name Ebony Maw walks up to one of his soldiers on the bridge, who was charged in observing any temporal anomalies in the universe.

"What happened?" Maw asked the solider.

"There was a massive disturbance in the timestream but it seemed to have resolved itself." The solider replied.

"Where did the disturbance originate from?" Maw asked.

The solider pops up a holographic image of Earth for his superior to see for himself, "In System Earth-616 alpha, sir."

"What ugly planet is that?" Ebony Maw asked.

"Earth…"

Ebony Maw turns around to see his own master, the frightening conqueror of worlds, the Mad Titan himself, Thanos walking up to answer the subordinate's question, "That planet's name is Earth, and it holds the prizes I've been seeking."

"Should we prepare for conquest, my lord?" Maw asked the Titan.

"No. Slowly, but not quite. _In time_. By their summer's end, the Earth, and ALL universes, will _finally_ meet their one true master." Thanos said with an unnerving smile, lifting up the eight, silver-colored Star Exo Stone in his hand.

* * *

 **White Space**

In the void of white nothingness, Modern Eggman and Doc Ock Prime are trapped after their failure with the Time Eater. They stand together exhausted before looking at their counterparts, Classic Eggman and Doc Ock 2099, and growling at them.

"Are you _sure_ you two saw a door over here?" M. Eggman asked the two.

"What?! YOU TWO were the ones who said you saw a door over here!" Classic Eggman argued.

"Well, I know it was one of us. Shut up and keep looking." Modern Eggman retorted.

"No! I'M busy trying to build a dimensional transporter to get us out of here!" Doc Ock 2099 said.

"That's supposed to be MY job!" Doc Ock Prime argued, furious.

"With what?! You have nothing!"

"So do you!"

The four of them continue arguing for another moment before they each walk off in their own directions. Later on, both Eggmen and Ocks are laying on the ground near each other.

"What time is it?" C. Eggman asked.

"It's the exact same time when you asked earlier and it will be the exact same time when you ask later. THERE IS NO TIME HERE!" Modern Eggman shouted at his past self.

"AAAH! I can't stay here for all of eternity!" Patel complained.

"Well get used to it!" Otto retorted.

"Let me just say that this a 'brilliant' plan that you two came up with." C. Eggman mocked his future self and partner.

"Don't get too self-righteous. It'll be YOUR two's plan pretty soon." M. Eggman furiously replied with a point.

"We're going to dedicate the rest of my life to forgetting it." C. Eggman said aside, presumably breaking the fourth wall, with Patel nodding in agreement.

"WE HEARD THAT!" The Prime Doctors retorted.

C. Eggman and Patel stand up. "Do we ever win?" C. Eggman asked his future self.

The other doctors stand up. "That depends on your definition of 'win'." M. Eggman replied.

"Beating Spider-Man and his blue rat friend." Patel stepped in to answer, wondering if they ever beat their arch-nemeses and their friends.

"Oh, well…" M. Eggman rubs his head in embarrassment, not wanting to admit they pretty much lose all their battles against them

"There are times when we come close! VERY, very close indeed!" Ock Prime answered awkwardly.

"So…No?" Patel asked.

"Uhhhh…." The Prime Doctors rubbed their shy heads.

C. Eggman sighs, "That doesn't give me much hope. Maybe I'll go back and get my teaching degree."

"That's not a bad idea. I've always enjoyed telling people what to do." M. Eggman smiled, with the others simply face-palming and shaking their heads, hopelessly wondering if they'll ever escape this white hell. Perhaps during the next universal catastrophe, but what are the chances of that happening anytime soon?

* * *

 **Starting soon…**

 **BGM-Avengers: Infinity War TV Spot Music-Trailer Music Brigade-Unite**

 **The multiverse…DEVASTATED?**

 **The final battle for the Exo Stones is nigh…**

 **The Ultimate, Worst Villain Appears…**

 **A conflict that collides universes…**

 _ **D-Avengers: Exo War**_

 **It's all been leading to this…**

 **A united universe…**

 **Once and for all.**

 **BGM End**

* * *

 **KFX Here: That's right. The finale to the Masters of Evil Saga is next. D-Avengers: Exo War. This will be a big project. One that I want to take some time with. I HOPE it won't be as long as** _ **Battle for Remnant**_ **, but it should be as engaging. Since this MAY or MAY NOT be my last story, I want to end this on a bang. I would appreciate some cover art that I want to use for this next story. You don't have to if you don't want to, but if you do, it would be greatly appreciated and I promise to give you a shout-out.**

 **I hoped you all enjoyed** _ **Generations**_ **. You could consider this story an "anniversary" story if you want to. I'm…indecisive. It was difficult to write some chapters to keep things fresh and interesting. What did you think of this story as a whole? Give your thoughts in the review section or PM (private message) me. To do the latter, you simply need an actual Fanfiction. Net account. You can't do it as a guest member.**

 **Also remember to check out "D.N. Works". He's currently writing a spin-off story set in the United Heroes Universe. If you want to write your own "United Heroes Spin-Off", contact me first and we'll talk. Until then, see you guys for** _ **Exo War**_ **.**


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